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assignment-agreements | amendement to the assignment agreement between medical device international limted, assignor and life care medical devices, assignee the duly executed assignment of intellectual property agreement of international patent application no. pct / ib2010 / 000797 from medical device international limited, assignor to life care medical devices limited, assignee is hereby amended to include the following terms and conditions : life care medical devices limited shall pay to medical device international limited 2 % of net sales it receives as a result of the sale of product resulting from the reduction in practice of the aforementioned provisional patent. life care medical devices shall supply to medical device international limited a signed report of net sales on a monthly basis no longer than 7 days from the end of the month. remuneration in the amount of 2 % of the total royalty revenue related to the assigned intellectual property shall be paid to medical device international limited by the 14th calendar day of the month following. remuneration to medical device international limited shall commence no later than january 2011 and shall not be any less than $ 5, 000 / month beginning january 2011. agreed : assignor : assignee : / s / / s / medical device international limited life care medical devices limited by : arthur malvett by : glenn s. foley managing director managing director date : august 11, 2010 date : agreed : assignor : assignee : / s / / s / / s / / s / medical device international limited life care medical devices limited by : arthur malvett by : glenn s. foley managing director managing director date : august 11, 2010 date : date : august 11, 2010 date : | 901 |
assignment-agreements | exhibit 10. 18 assignment agreement this assignment agreement ( the " agreement " ) is made effective as of the 19th day of march 2020, by and among power up lending group ltd., having a principal place of business at 111great neck road, suite 216, great neck, new york 11021 ( the " assignor " ) ; oasis capital llc, having a principal place of business at 208 ponce de leon avenue, san juan, puerto rico 00918 ( the " investor " ) ; and agritek holdings, inc., with its address at 777 brickell avenue suite 500 miami, florida 33131 ( the " company " ). ( the company, the assignor and the investors are sometimes referred to in this agreement singly as a " party " or collectively as the " parties ". ). recitals whereas, the company desires to fulfill debt obligations owed to the assignor pursuant to three ( 3 ) promissory notes : ( i ) dated april 26, 2019 ( default balance of $ 61, 021. 36 ; total due $ 61, 021. 36 ; the " april note " ) ; ( ii ) may 31, 2019 ( principal balance of $ 128, 500. 00 ; accrued interest of $ 19, 348. 93 ; default amount of $ 128, 500. 00 ; total due $ 276, 348. 93 ; the " may note " ) ; and ( iii ) and december 24, 2019 ( principal balance of $ 128, 000. 00 ; accrued interest of $ 5, 863. 45 ; default amount of $ 128, 000. 00 ; total due $ 261, 863. 45 ; the " december note " with the april note and may note, collectively, the " notes " ) ( the debt underlying the notes shall be referred to as the " debt " ) which are the subject of the action entitled powerup lending group, ltd. v. agritek holdings, inc., michael friedman a / k / a barry m. friedman, in the supreme court of the state of new york, county of nassau, under index no. 603834 / 2020 ( the " action " ) ; whereas, the investor is desirous of acquiring the debt and assignor is desirous assigning the debt to investor and the company consent to the assignment ; whereas, the parties have elected to amicably resolve the action and affect the assignment of the debt without further | 902 |
assignment-agreements | exhibit 10. 1 international assignment agreement hereinafter referred to as this agreement, between autoliv asp, hereinafter called asp, autoliv ab, hereinafter called the company, and steven fredin, ( born on 4 february 1962 ), hereinafter called the international service employee ( ise ), establishes the terms and conditions of the ise ’ s international assignment, hereinafter referred to as the assignment, to the company ’ s offices in stockholm, sweden, sweden hereinafter referred to as the host country, from his current place of employment in the united states, hereinafter referred to as the home country. 1. assignment and term as of 17 august 2015, the ise will serve as group vice president sales and engineering at the company ’ s offices in stockholm, sweden. the company reserves the right to change the normal place of work, if necessary. this agreement is for an initial period of two ( 2 ) years unless it is terminated at a prior date in accordance with paragraph 17 below, hereinafter referred to as the assignment period, commencing on 17 august 2015. the agreement is renewable if the parties have a mutual agreement. the ise shall perform his duties in accordance with the laws of sweden and the company ’ s articles of association, adhering to all guidelines and directives given from time to time by the management of the company. the ise shall report to the ceo of the company. 2. validity for the validity of this agreement, the ise and the accompanying family members ( as set forth in paragraph 21 of this agreement and hereinafter referred to as accompanying family members ) are responsible for obtaining necessary visas, residence permits and work permits for the host country prior to the commencement of the assignment. expenses associated with securing these documents will be reimbursed by the company. assistance will be provided by the host country hr department. should any of the permits expire or be revoked during the assignment, this agreement may automatically be terminated with immediate effect. 3. applicability of employment agreement and severance agreement except to the extent specifically provided otherwise in this agreement, the employment agreement by and between the company and the ise, dated as of august 8, 2011, as amended on august 13, 2014, hereinafter called the employment agreement, and the change - in - control severance agreement by and between the company and the ise | 903 |
assignment-agreements | exhibit 10. 11 assignment of overriding royalty interest state : kansas county : lane assignor : pinecone petroleum 1421 s. steele denver, co 80210 assignees : stratex oil and gas, inc. meir cohen 30 echo lake road 675 third avenue, suite 2400 watertown, ct 06795 new york, ny 10017 rotary partners lynden capital 196 fern avenue 57 gramercy avenue litchfield, ct 06759 rye, ny 10580 state : kansas county : lane assignor : pinecone petroleum 1421 s. steele denver, co 80210 assignees : stratex oil and gas, inc. meir cohen 30 echo lake road 675 third avenue, suite 2400 watertown, ct 06795 new york, ny 10017 rotary partners lynden capital 196 fern avenue 57 gramercy avenue litchfield, ct 06759 rye, ny 10580 state : state : kansas kansas county : county : lane lane assignor : assignor : pinecone petroleum pinecone petroleum 1421 s. steele 1421 s. steele denver, co 80210 denver, co 80210 assignees : assignees : stratex oil and gas, inc. stratex oil and gas, inc. meir cohen meir cohen 30 echo lake road 30 echo lake road 675 third avenue, suite 2400 675 third avenue, suite 2400 watertown, ct 06795 watertown, ct 06795 new york, ny 10017 new york, ny 10017 rotary partners rotary partners lynden capital lynden capital 196 fern avenue 196 fern avenue 57 gramercy avenue 57 gramercy avenue litchfield, ct 06759 litchfield, ct 06759 rye, ny 10580 assignor, named above, owns an overriding royalty interest in the oil, gas and mineral leases ( the " leases " ) which covers the lands located in the counties and state named above ( the " lands " ). the leases and lands are described on exhibit " a " in the assignment. see exhibit " a " attached hereto and made a part hereof. for adequate consideration, assignor ( pin econe petroleum ) transfers, grants, assigns and conveys to assignees overriding royalty interests, as described below, in the leases and all of the oil, gas and other minerals produced, saved and marketed from the leases. ( see assignees | 904 |
assignment-agreements | exhibit 2. 1 district of division no. court no. estate no. assignment for the genal benefit of creditors this indenture made this 17th day of september, 2014 between legend energy canada ltd. hereinafter called “ the debtor ” and kpmg inc. hereinafter called “ the trustee ”. whereas the debtor is insolvent and desires to assign and to abandon all its property for distribution among its creditors in pursuance of the bankruptcy and insolvency act ( the “ act ” ), this indenture witnesseth that the debtor does hereby assign to the trustee, all the debtor ’ s property, for the uses, intents and purposes provided by the act. signed at the city of valley city, in the state of california, in the presence of niky lovejoy ( print name of witness ) notary stamp dated : september 17, 2014 legend energy canada ltd. per : / s / ( marshall diamond - goldberg ) / s / signature of witness registry no. : alberta court of queen ’ s bench in bankruptcy and insolvency in the matter of the bankruptcy of legend energy canada ltd., of the _ _ _ _ _ _ _ _ _ _ _ _ _ _ of _ _ _ _ _ _ _ _ _ _ _ _ _, in the province of alberta assignment for the general benefit of creditors kpmg inc. trustee bow valley square ii 205 - 5th avenue sw suite 2700 calgary ab, t2p 4b9 district of division no. court no. estate no. assignment for the genal benefit of creditors this indenture made this 17th day of september, 2014 between legend energy canada ltd. hereinafter called “ the debtor ” and kpmg inc. hereinafter called “ the trustee ”. whereas the debtor is insolvent and desires to assign and to abandon all its property for distribution among its creditors in pursuance of the bankruptcy and insolvency act ( the “ act ” ), this indenture witnesseth that the debtor does hereby assign to the trustee, all the debtor ’ s property, for the uses, intents and purposes provided by the act. signed at the city of valley city, in the state of california, in the presence of niky lovejoy ( print name of witness ) notary stamp dated : september 17, 2014 legend energy canada ltd. per : | 905 |
assignment-agreements | exhibit 10. 9 exhibit 10. 9 shares assignment agreement made by and between : israel healthcare ventures 2 lp incorporated, a guernsey limited partnership, with offices located at 32 habarzel st., ramat hachayal, israel ( the “ ihcv ” ) ; and topspin medical, inc., a delaware corporation, topspin medical ( israel ) ltd., an israeli corporation, with head office at 5 ha ’ mapilim st., kfar shmaryaho, israel ( the “ topspin ” ) ; and whereas ihcv is the holder of 1, 400, 000 ordinary shares par value nis 0. 01 each of metamorefix ltd., an israeli company limited by shares with a registration number # # # - # # # - # # # # ( “ transferred shares ” and “ metamorefix ” respectively ) ; and whereas ihcv is willing to assign to topspin the transferred shares for no consideration subject to receipt of shares in topspin from megenesis partners ltd. pursuant to a separate agreement executed on even date ( “ medgenesis sta ” ). now therefore the parties hereto ( “ parties ” and each a “ party ” ) agree as follows : 1. premable and interpetation 1. 1 the preamble and any appendices hereto form integral and inseparable parts of this agreement. 1. 2 this agreement and schedules thereto, and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. 2. ihcv ’ s and topspin ’ s representations 2. 1 ihcv represents that : ( i ) ihcv has paid metamorefix the full consideration due for the transferred shares and there is no debt due to metamorefix or anyone else with respect to the transferred shares ; ( ii ) ihcv is the sole and exclusive owner of the transferred shares, and the transferred shares are free and clear of any and all encumbrances, liens and third parties ’ rights ; ( iii ) ihcv has not sold nor promised to sell the transferred shares to any third party ; ( iv ) this agreement constitutes a valid and legally binding obligation of the ihcv, legally enforceable against ihcv in accordance with its terms ; and ( v ) ihcv has full power and authority to assign the transferred shares. 2. | 906 |
assignment-agreements | multi - location assignment tax guidelines introduction as part of your multi - location assignment, you may be required to report income and pay taxes in your assignment location ( s ), as well as in your home location. the company ’ s goal is to comply with all income ( including but not limited to federal, state & local, cantonal, and provincial ) and social security tax regulations of the home and assignment locations. to help you understand and comply with the appropriate tax regulations, the company has outlined these multi - location assignment tax guidelines ( the “ tax guidelines ” ), which will apply during your assignment. tax consultation services dresser - rand has engaged the services of ernst & young to provide tax preparation and consultation services throughout your assignment and thereafter, to the extent the company deems appropriate. assignee ’ s responsibilities assignees may be required to submit tax returns in any location in which tax obligations arise or where filing is otherwise required. the company expects assignees to observe appropriate regulations and the dresser - rand code of conduct. the assignee ’ s cooperation in preparing and filing the required tax return ( s ), as well as making appropriate payments, is essential to this process. despite the fact that the company has agreed to provide the assignee with certain tax services, the assignee must provide all necessary tax information. in addition, the assignee must ensure home and assignment location tax returns are submitted in due time, according to communication from ernst & young. where the assignee undertakes “ significant financial transactions ” ( as described below ), in the assignment location, without seeking advice from the company and / or ernst & young, and that transaction has a materially adverse impact on the tax liability, the company reserves the right to pass this additional cost back to the assignee. · individuals should seek advice before proceeding with “ significant financial transactions ” in the assignment location including ( but not limited to ) the following as examples : o purchasing a home or other property in the assignment location o acquiring a business interest in an assignment location company ( becoming a director or owner in an assignment location company / partnership, etc. ) o making significant investments in the assignment location assignee is required to spend more time in the home location than the assignment location. any deviations to this require pre - approval by the ceo. tax methodology during the multi - location assignment, tax equalization will not apply ; however, in cases where incremental taxes become payable as a result of the assignment, the company | 907 |
assignment-agreements | in witness, per : larry tan - palayan resources robert samonte verdasco enterprises | 908 |
assignment-agreements | moving and relocation procedures ( shipment of goods, shipment of pets, temporary living, etc. ) ; goods and services differential and moving allowance ; education allowances and assistance for your dependent children ; home leave ( if applicable ) ; vacation schedules and procedures ; automobile assistance ( if applicable ) and language training ; pre - assignment medical examinations and check - ups ; change in family status policies ; emergency leave and evacuation procedures, should those be necessary ; and termination of employment or resignation. accepted by : / s / alberto verme date : june 24, 2008 prepared by : jo tolchard date : 10 / 06 / 2008 name : alberto verme jo tolchard alberto verme expatriate pay statement estimates please note : estimate will not equal your actual net pay, since medical and dental deductions, insurance, stock purchase plans, etc., are not included. expatriate pay statement estimates please note : estimate will not equal your actual net pay, since medical and dental deductions, insurance, stock purchase plans, etc., are not included. monthly annual taxable earnings base salary $ 18, 750. 00 $ 225, 000. 00 taxable earning taxable bonus non - taxable earnings hardship allow $ 1, 250. 00 $ 15, 000. 00 goods / svcs allow $ 1, 036. 30 $ 12, 435. 57 hypo charges hypo tax - federal ( $ - 3, 104. 72 ) ( $ - 37, 256. 58 ) hypo tax - state ( $ - 1, 151. 15 ) ( $ - 13, 813. 78 ) hypo fica ss ( $ - 527. 00 ) ( $ - 6, 324. 00 ) hypo fica med ( $ - 271. 88 ) ( $ - 3, 262. 50 ) hypo ny housing ( $ - 3, 003. 33 ) ( $ - 36, 040. 00 ) net pay in usd $ 12, 978. 23 $ 155, 738. 71 monthly annual $ 18, 750. 00 $ 225, 000. 00 taxable bonus $ 1, 250. 00 $ 15, 000. 00 goods / svcs allow $ 1, 036. 30 $ 12, 435. 57 ( $ - 3, 104. 72 ) ( $ - 37, 256. 58 ) ( $ - 1, 151. 15 ) ( $ - 13 | 909 |
assignment-agreements | exhibit 10. 12 200 minuteman road suite 302 andover, ma 01810 tel : 978 # # # - # # # - # # # # fax : 978 # # # - # # # - # # # # december 6, 2004 professor sir magdi yacoub imperial college london the magdi yacoub institute nhli at heart science centre harefield, middlesex, ub9 6jh united kingdom dear professor yacoub, i am very pleased to advise you of your election to the board of directors of transmedics, inc. the company will pay you a fee for your services as a board member at the rate of $ 50, 000 for each year that you remain a director. payments will be made in two increments per year of $ 25, 000 each, beginning with your signature below. we expect to hold four to five board meetings per year. in addition, the company will reimburse you for the reasonable out - of - pocket costs and expenses incurred by you in connection with your attending or participating in full board and board committee meetings. in accordance with company policy, we will require that you provide receipts for these out - of - pocket costs and expenses. in addition, we will require that you execute an assignment of inventions agreement with the company ( in the form attached hereto ). we expect to publicly announce your election to the board of directors, including by issuing a press release. on behalf of the entire board and employees, we are honored that you have joined transmedics ’ board of directors. please indicate your agreement with the foregoing by signing the enclosed copy of this letter in the space provided below. very truly yours / s / waleed h. hassanein waleed h. hassanein president & ceo agreed : / s / magdi yacoub professor sir magdi yacoub transmedics, inc. assignment of inventions agreement this agreement is dated as of, 2004 by and between transmedics, inc., a delaware corporation ( the “ company ” ) with an office at 200 minuteman road, suite 302, andover, ma 01810, and professor sir magdi yacoub ( “ consultant ” ). in consideration of the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the consultant and the company agree as follows : 1. all inventions, discoveries, data, technology, designs, innovations | 910 |
termination | exhibit 10. 1 termination agreement this termination agreement ( this “ agreement ” ), dated june 24, 2010 and effective as of july 1, 2010 ( the “ effective date ” ), is by and among cheniere marketing, llc, a delaware limited liability company ( “ cmi ” ), jpmorgan lng co., a delaware company ( “ lngco ” ) and sabine pass lng, l. p., a delaware limited partnership ( “ sabine ” ). cmi, lngco and sabine are sometimes referred to herein collectively as the “ parties. ” recitals : a. cmi, lngco and sabine are parties to that certain tri - party agreement dated as of march 26, 2010 and effective as april 1, 2010 ( the “ tri - party agreement ” ). b. cmi, lngco and sabine desire to terminate the tri - party agreement in its entirety as provided herein. now, therefore, in consideration of the premises, the agreements made herein and for other good and valuable consideration, cmi, lngco and sabine hereby agree as follows : agreements : 1. termination of tri - party agreement. the parties agree that as of the effective date the tri - party agreement is cancelled and terminated and shall no longer be of any force or effect and all rights, powers, privileges and obligations thereunder are hereby terminated. 2. effect of termination. each of the parties is completely and forever discharged and released from all of their respective duties and obligations under or in respect of the tri - party agreement and relating to periods of time from and after the effective date. 3. governing law. this agreement and all rights and obligations of the parties hereunder shall be construed, interpreted and governed by and in accordance with the laws of the state of new york. 4. further assurances. each of the parties agrees to perform all such acts ( including but not limited to, executing and delivering such instruments and documents ) as reasonably may be necessary to fully effectuate each and all of the purposes and intents of this agreement. 5. counterparts. this agreement may be executed in counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute but one and the same agreement. [ end of text ] in witness whereof, the parties have executed this agreement and agreed to be bound hereby. cheniere marketing | 911 |
termination | exhibit 10. 2 termination and severance agreement this termination agreement ( the “ agreement ” ) is made and effective as of the 31st day of december, 2021, by and between spyr, inc. ( the “ company ” ), a nevada corporation ; and james r. thompson ( “ employee ” ). explanatory statement a. employee is currently employed by the company under and pursuant to a certain employment agreement dated december 22, 2014, as amended january 20, 2020 ( collectively the “ employment agreement ” ). b. the company has notified employee that effective as of december 31, 2021 at 11 : 59 pm mst the company is terminating the employment agreement without cause because has been unable to pay employee ’ s salary and benefits pursuant to the employment agreement and the company no longer wishes to accrue employee ’ s salary and benefits. c. as of december 31, 2021, there remains an unexpired term under the employment agreement of four years and one month. d. through the period ending december 31, 2021, the company owes employee the following accrued salary and benefits : a. accrued unpaid wages ( 2017 - 2021 ) : $ 910, 991. 80 ( does not include company payroll obligations ) a. accrued unpaid wages ( 2017 - 2021 ) : $ 910, 991. 80 ( does not include company payroll obligations ) a. accrued unpaid wages ( 2017 - 2021 ) : $ 910, 991. 80 ( does not include company payroll obligations ) b. accrued unpaid hsa contributions ( july 2021 - december 2021 ) : $ 2, 300. 02 b. accrued unpaid hsa contributions ( july 2021 - december 2021 ) : $ 2, 300. 02 b. accrued unpaid hsa contributions ( july 2021 - december 2021 ) : $ 2, 300. 02 c. contractual expense reimbursements : $ 52, 527. 82 c. contractual expense reimbursements : $ 52, 527. 82 c. contractual expense reimbursements : $ 52, 527. 82 e. the company and employee have mutually agreed that it is in their respective best interests to make certain agreements relating to the termination of employee ’ s employment relationship with the company, as set forth herein. now, therefore, in consideration of the explanatory statement and the mutual covenants, promises, agreements, representations, and warranties hereinafter contained, the parties hereto do hereby covenant | 912 |
termination | exhibit 10. 14 termination agreement party a : penglai xinguan investment ltd. party b : jinhai mine underground engineering limited after friendly negotiation, party a and party b have concluded that it would be in their mutual best interests to terminate the construction project agreement concerning the mining project at dazhaojia mining area, effective from november 1, 2010. accordingly, both parties shall be relieved from any and all rights and obligations arising out of or relating to the construction project agreement. this agreement is in duplicate, of which one copy for each party. party a : penglai xinguan investment limited name of authorized agent : wenge liu ( signed and sealed ) / s / wenge liu party b : jinhai mine underground engineering limited name of authorized agent : yong wang ( signed and sealed ) / s / yong wang date september 30, 2010 party a : penglai xinguan investment ltd. party b : jinhai mine underground engineering limited after friendly negotiation, party a and party b have concluded that it would be in their mutual best interests to terminate the construction project agreement concerning the mining project at dazhaojia mining area, effective from november 1, 2010. accordingly, both parties shall be relieved from any and all rights and obligations arising out of or relating to the construction project agreement. this agreement is in duplicate, of which one copy for each party. party a : penglai xinguan investment limited name of authorized agent : wenge liu ( signed and sealed ) / s / wenge liu party b : jinhai mine underground engineering limited name of authorized agent : yong wang ( signed and sealed ) / s / yong wang date september 30, 2010 party a : penglai xinguan investment limited name of authorized agent : wenge liu ( signed and sealed ) / s / wenge liu party b : jinhai mine underground engineering limited name of authorized agent : yong wang ( signed and sealed ) / s / yong wang date september 30, 2010 | 913 |
termination | exhibit 10. 1 partial termination endorsement to the amended and restated quota share reinsurance agreement ( hereinafter referred to as the “ agreement ” ) between amtrust international insurance, ltd. hamilton, bermuda ( hereinafter referred to as the “ company ” ) and maiden reinsurance ltd. hamilton, bermuda ( hereinafter referred to as the “ reinsurer ” ) it is hereby agreed that, effective as of 12 : 01 a. m., eastern standard time, january 1, 2019 ( the “ effective time ” ), the agreement shall terminate on a cut - off basis solely with respect to the lines of business set forth below. a. terminated lines of business a. a. terminated lines of business terminated lines of business 1. the following lines of business in the company ’ s small commercial business and extended warranty and specialty risk segments shall terminate on a cut - off basis ( the “ terminated business ” ) : 1. 1. the following lines of business in the company ’ s small commercial business and extended warranty and specialty risk segments shall terminate on a cut - off basis ( the “ terminated business ” ) : the following lines of business in the company ’ s small commercial business and extended warranty and specialty risk segments shall terminate on a cut - off basis ( the “ terminated business ” ) : small commercial business workers ’ compensation ; small commercial business general liability ; small commercial business umbrella liability ; small commercial business professional liability, including cyber liability ; and u. s. extended warranty and specialty risk 2. the company shall provide the reinsurer with all reasonably requested documentation necessary to confirm that the lines of business included by the company within terminated business is terminated business. the reinsurer acknowledges that any business ceded by the company to swiss reinsurance america corporation pursuant to the u. s. commercial lines quota share reinsurance contract effective january 1, 2019 among the company, its affiliates and swiss reinsurance america corporation is included in terminated business. 2. 2. the company shall provide the reinsurer with all reasonably requested documentation necessary to confirm that the lines of business included by the company within terminated business is terminated business. the reinsurer acknowledges that any business ceded by the company to swiss reinsurance america corporation pursuant to the u. s. commercial lines quota share reinsurance contract effective january 1, 2019 among the company, its affiliates and swiss reinsurance america corporation is included in terminated business. the company shall provide the reinsurer with all reasonably requested documentation necessary | 914 |
termination | exhibit 10. 28 atlanta office : 1870 the exchange suite 100 atlanta, georgia 30339 - 2021 atlanta office : 1870 the exchange suite 100 atlanta, georgia 30339 - 2021 atlanta office : 1870 the exchange suite 100 atlanta, georgia 30339 - 2021 atlanta office : 1870 the exchange suite 100 atlanta, georgia 30339 - 2021 august 31, 2017 via e mail — * * * @ * * * mr. chris cicolini, managing director nyg holdings, llc 16 e. patrick street, suite 300 frederick, md 21701 re : termination of capsa platform license agreement dear mr. cicolini : reference is made to the capsa platform license agreement dated as of october 20, 2014 between nyg holdings, llc ( " nygh " ) and consorteum holdings, inc. ( " csrh " and with nygii, the " parties " and each a " party " ) pursuant to which nygh granted a license to the capsa platform, including all software and the intellectual property rights therein, to csrh on the terms and conditions set forth in such agreement ( the " license agreement " ). capitalized terms used herein but not defined herein shall be as defined in the license agreement. as you know, csrh spent several years developing relationships and licensing agreements, including the license agreement with nygh, to enable it to participate in the emerging market of mobile gaming. in conjunction therewith, the company hired a senior level software development team which spent about two years and millions of dollars in non - recurring engineering costs to develop a platform. in june 2015, facing severe capital constraints and unable to access additional capital, the company ( i ) laid off its development team and ceased paying managers and advisors, ( ii ) suspended rent and related payments for its facilities, and ( iii ) was unable to satisfy significant payables due to third parties. csrh never introduced its platform or any products into the market, never generated any revenue and never used the capsa platform in any commercial way. recently, the company made a decision to recast its business to take advantage of other opportunities that have arisen that do not utilize the capsa platform. at the same time, we understand that, since the signing of the license agreement, nygh stepped away from the capsa platform and did not invest in keeping the capsa platform current. as a result, the technology has become obsolete. we further understand that nygh discontinued its business in december 2016. | 915 |
termination | exhibit 10. 20 final settlement agreement and termination of bargaining relationship recitals chart industries, inc. ( “ chart ” ) for several years has operated a manufacturing facility in plaistow, new hampshire. the international brotherhood of boilermakers, iron ship builders, blacksmiths, forgers and helpers local lodge no. 752 of the afl - cio ( “ the union ” ) has been the exclusive bargaining representative of chart ’ s production and maintenance employees at the plaistow facility. chart and the union currently are party to a collective bargaining agreement for the term of august 26, 2003 through august 25, 2006. chart desires to permanently close the plaistow facility, thereby terminating its relationship with the union and the employment relationship with the union ’ s members working there. terms of agreement 1. this final settlement agreement and termination of relationship ( “ agreement ” ) is entered into by and between the union and its current and former officers, directors, trustees, agents, representatives and members and its parent, predecessor, successor and assigned organizations, and chart and its past and present parents, subsidiaries, predecessors, successors, assigns, affiliates, divisions, operations, insurers, owners, officers, directors, shareholders, employees, agents and representatives ( collectively, “ the parties ” ). 2. in consideration for the promises set forth herein, the parties agreed to the terms and conditions as set forth in the attached appendix “ a ” 3. in exchange for the consideration set forth in paragraph 2 above and the remainder of the terms and conditions set forth in this agreement, as it applies to the particular employees who will be terminated, the sufficiency of which is acknowledged and has been received, the parties further agree to the following : a. the union agrees to work expeditiously to resolve all grievances, if any, filed prior to the closing according to the collective bargaining agreements and the extension. b. the union agrees and represents that there are no unfair labor practice charges pending and is unaware of any facts or circumstances that would support an unfair labor practice charge. c. the union agrees not to file or make any demands, charges, claims, actions or lawsuits of any kind against the plaistow facility after closure, nor will the union encourage, assist, advise or represent any individual organization or entity in accomplishing the same unless required by a court of law. d. the union acknowledges that except for the consideration set forth in paragraph 1 above, chart does not owe | 916 |
termination | exhibit 10. 21 univar inc. human resources policies and procedures management incentive plan – exempt effective date supersedes page 1 jan 2015 2014 mip 1 of 7 univar inc. human resources policies and procedures management incentive plan – exempt effective date supersedes page 1 jan 2015 2014 mip 1 of 7 a. policy. the management incentive plan ( mip or plan ) is designed to motivate key employees to achieve specific objectives that will help the company grow, be profitable, and effectively manage and use its capital. the mip focuses attention on key objectives, encourages planning and teamwork to achieve them, and enables participants to see a direct link between their contribution to the company ’ s success and their compensation. b. effective date. the plan was approved by the univar inc. compensation committee substantially in the form set forth herein on february 28, 2015, and, as amended, is effective january 1, 2015, or such later date as may be required to comply with the requirements of irc section 162 ( m ) when it is approved by the company ’ s shareholders. the plan will remain in effect until such time as the compensation committee may elect to suspend, amend, or terminate it. provided that, if subject to shareholder approval, the plan shall not extend for a period beyond that approved by the shareholders or as required by law. c. eligibility. 1. participants. designated executives, managers and other key employees who work for the company or one of its subsidiaries for more than one consecutive month during a plan year are eligible to participate in the mip. 2. participant categories. eligible participants must be in one of the following categories : a. exempt participants. participants who work in positions considered exempt from overtime pay under the wage - hour laws, but who are not in an eligible sales, supervisory, management or executive position. b. sales participants. participants who work in eligible sales positions not covered under the sales incentive plan ( policy # 460 ) or specific business unit incentive plan. univar inc. management incentive plan – exempt ( 2014 ) page 2 of 7 c. supervisory participants. participants who work in positions considered exempt from overtime pay under the wage - hour laws, and who are in an eligible supervisory position. d. management participants. participants who work in positions considered exempt from overtime pay under the wage - hour laws, and who are in an eligible management position. e. executive participants. participants who work in positions considered exempt from overtime pay under the | 917 |
termination | exhibit 10. 2 agreement to terminate the lease with option to buy dated march 10, 2006 and amendment # 1 to said lease and all leases and amendments dated prior to march 10, 2016 between : athena minerals inc. and it ’ s parent company athena silver corp. ( hereinafter referred to as “ athena ” or as the “ lessee ” ) and : bruce d. strachan and elizabeth k. strachan as trustees of the bruce and elizabeth strachan revocable living trust dated 7 - 25 - 2007 ( hereinafter referred to as the “ lessor ” ) subject property : ( hereinafter referred to as the “ leased premises ” ) assessor ’ s parcel # 0517 - 251 - 05 - 0 - 000 san bernardino county, california, 413. 22 acres described as the land embraced within the following patented mining claims : quad deuce i, quad deuce ii, quad deuce iii, quad deuce iv, quad deuce v, quad deuce x, quad deuce xii, quad deuce xiv, quad deuce 22, pal # 16, pal # 17, pal # 35, pal # 36, langtry # 1, langtry # 2, langtry # 4, langtry # 5, langtry # 6, cisco # 1, cisco # 2 and cisco # 3 lode mining claims which are shown and described on mineral survey # 6777 embracing a portion of sections 6, 7 and 8, township 10 north, range 1 east, san bernardino base and meridian in the county of san bernardino, state of california. and : the land embraced within the following unpatented mining claims : lilly 10 ( camc 290263 ) and quad deuce xiii ( camc 306178 ) / s / jcp / s / bds and eks lessee ’ s initials lessor ’ s initials / s / jcp / s / bds and eks / s / jcp / s / bds and eks lessee ’ s initials lessor ’ s initials 1 1 1 1 lessee and lessor hereby mutually agree that all of the documents listed of page # 1 of this document shall be terminated upon signing of this document by both lessee and lessor and thereafter said documents shall be null and void and that all obligations of both lessee and lessor which are described in said documents shall be termianted and shall be null and void | 918 |
termination | exhibit 10. 19 certain confidential information contained in this document, marked by brackets ( [ * * * ] ), has been omitted because the information is not material and is the type of information that the registrant treats as private or confidential. dated 14 february 2022 termination wind - down and settlement agreement among lonza ag and lonza sales ag and allakos inc. contents _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ clause 1. definitions and interpretation 3 2. effect of this termination agreement 3 3. payment 4 4. raw materials. 5 5. release 5 6. agreement not to sue 6 7. costs and taxes 7 8. warranties and authority 7 9. indemnities 8 10. no admission 8 11. severability 8 12. entire agreement / construction 8 13. confidentiality 9 14. governing law 9 15. jurisdiction 10 16. contracts ( rights of third parties ) act 1999 ; no third - party beneficiaries 10 17. co - operation 10 18. counterparts 10 19. variation 10 1. definitions and interpretation 3 1. 1. definitions and interpretation definitions and interpretation 3 3 2. effect of this termination agreement 3 2. 2. effect of this termination agreement effect of this termination agreement 3 3 3. payment 4 3. 3. payment payment 4 4 4. raw materials. 5 4. 4. raw materials. raw materials. 5 5 5. release 5 5. 5. release release 5 5 6. agreement not to sue 6 6. 6. agreement not to sue agreement not to sue 6 6 7. costs and taxes 7 7. 7. costs and taxes costs and taxes 7 7 8. warranties and authority 7 8. 8. warranties and authority warranties and authority 7 7 9. indemnities 8 9. 9. indemnities indemnities 8 8 10. no admission 8 10. 10. no admission no admission 8 8 11. severability 8 11. 11. severability severability 8 8 12. entire agreement / construction 8 12. 12. entire agreement / construction entire agreement / construction 8 8 13. confidentiality 9 13. 13. confidentiality confidentiality 9 9 14. governing law 9 | 919 |
termination | appvion, inc. termination protection agreement agreement dated as of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, between appvion, inc. ( the " corporation " ) and _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( the " executive " ). unless otherwise indicated, terms used herein and defined in schedule a shall have the meanings assigned to them in schedule a. whereas, the corporation desires to continue to attract and retain skilled and dedicated management employees, by providing post - employment benefits in the event of certain terminations of employment ; and whereas, the corporation has employed the executive in the capacity of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ at appleton, wisconsin upon the terms and conditions currently reflected in executive's personnel file or in various minutes of the board of directors ; and whereas, executive has specific duties and unique talents which are of benefit to the corporation ; now, therefore, it is agreed as follows : 1. term of agreement. this agreement shall become effective as of august 4, 2015 ( the " effective date " ). the corporation may terminate this agreement by giving the executive at least eighteen ( 18 ) months advance written notice of termination of the agreement. notwithstanding the foregoing, this agreement shall, if in effect on the date of a change of control, remain in effect for at least two ( 2 ) years following such change of control. 2. notice of termination of employment. the executive agrees to give the corporation at least two ( 2 ) months written advance notice of executive's voluntary termination of employment, other than for good reason, if such termination occurs prior to a change of control. 3. benefits payable upon termination of employment. ( a ) general rule. in the event that, at any time other than within two ( 2 ) years after a change of control, the corporation terminates the employment of the executive with the corporation other than for misconduct or permanent disability, or the executive terminates employment for page 1 of 12 good reason, the executive shall receive from the corporation, provided the executive executes the release described in paragraph 3 ( d ) below : ( i ) an annual amount, equal to the executive's base salary, payable for each of the eighteen | 920 |
termination | amendment no. 1 to lease this amendment no. 1 dated july 25, 2018 ( amendment no. 1 ) to lease dated april 19, 2013 ( lease ) by and between john arrillaga, trustee, or his successor trustee uta dated 7 / 20 / 77 ( john arrillaga survivor's trust ) as amended, and richard t. peery, trustee, or his successor trustee uta dated 7 / 20 / 77 ( richard t. peery separate property trust ) as amended, collectively as landlord, and electronics for imaging, inc., a delaware corporation, as tenant, is made and entered into as of the last date written below. recitals a. whereas, by lease agreement dated april 19, 2013 landlord leased to tenant approximately 58, 560 + square feet of that certain 108, 166 + square foot building ( the building ) located at 6700 dumbarton circle, suite 200, fremont, california ( the premises ), the details of which are more particularly set forth in said lease, and a. a. whereas, by lease agreement dated april 19, 2013 landlord leased to tenant approximately 58, 560 + square feet of that certain 108, 166 + square foot building ( the building ) located at 6700 dumbarton circle, suite 200, fremont, california ( the premises ), the details of which are more particularly set forth in said lease, and whereas, by lease agreement dated april 19, 2013 landlord leased to tenant approximately 58, 560 + square feet of that certain 108, 166 + square foot building ( the building ) located at 6700 dumbarton circle, suite 200, fremont, california ( the premises ), the details of which are more particularly set forth in said lease, and b. whereas, said lease was amended by the letter dated august 30, 2013 which changed the premises address from 6700 dumbarton circle, fremont, california 94555 to 6700 dumbarton circle, suite 200, fremont, california 94555, and b. b. whereas, said lease was amended by the letter dated august 30, 2013 which changed the premises address from 6700 dumbarton circle, fremont, california 94555 to 6700 dumbarton circle, suite 200, fremont, california 94555, and whereas, said lease was amended by the letter dated august 30, 2013 which changed the premises address from 6700 dumbarton circle, fremont, california 94555 to 6700 dumbarton circle, suite | 921 |
termination | exhibit 10. 1 employment agreement metro bancorp, inc. and metro bank adam l. metz effective date september 17, 2012 table of contents page1. employment and term of employment12. services and duties13. compensation24. plans and fringe benefits25. termination by metro for cause26. disability leave and death37. termination by metro without cause48. termination for “ good reason ” by executive49. “ good reason ” and “ change in control. ” 510. other provisions upon termination other than for cause or under section 1. 2611. confidential information and non - competition712. successors and assigns913. assignment914. source of payment and timing1015. interest1016. reimbursement and in - kind benefits1117. notices1218. amendment, waiver and termination1219. general provisions12 page1. employment and term of employment12. services and duties13. compensation24. plans and fringe benefits25. termination by metro for cause26. disability leave and death37. termination by metro without cause48. termination for “ good reason ” by executive49. “ good reason ” and “ change in control. ” 510. other provisions upon termination other than for cause or under section 1. 2611. confidential information and non - competition712. successors and assigns913. assignment914. source of payment and timing1015. interest1016. reimbursement and in - kind benefits1117. notices1218. amendment, waiver and termination1219. general provisions12 page1. employment and term of employment12. services and duties13. compensation24. plans and fringe benefits25. termination by metro for cause26. disability leave and death37. termination by metro without cause48. termination for “ good reason ” by executive49. “ good reason ” and “ change in control. ” 510. other provisions upon termination other than for cause or under section 1. 2611. confidential information and non - competition712. successors and assigns913. assignment914. source of payment and timing1015. interest1016. reimbursement and in - kind benefits1117. notices1218. amendment, waiver and termination1219. general provisions12 page page 1. employment and term of employment 1. employment and term of employment 1 1 2. services and duties 2. services and duties 1 1 3. compensation 3. compensation 2 2 4. plans and fringe benefits | 922 |
termination | exhibit 10. 8 《 家 合 》 、 《 家 合 同 》 、 《 》 、 《 》 、 《 》 之 止 本 止 ( “ 本 ” ) 下 方 2018 年 11 月 8 日 北 京 朝 : ( 1 ) 天 行 ( 北 京 ) 有 公 司 ( 下 “ 天 行 ” ) , 一 家 中 国 立 的 外 , 地 北 京 朝 区 清 河 2 2 15 1522 ( 1 ) 天 行 ( 北 京 ) 有 公 司 ( 下 “ 天 行 ” ) , 一 家 中 国 立 的 外 , 地 北 京 朝 区 清 河 2 2 15 1522 ( 1 ) 天 行 ( 北 京 ) 有 公 司 ( 下 “ 天 行 ” ) , 一 家 中 国 立 的 外 , 地 北 京 朝 区 清 河 2 2 15 1522 ( 2 ) 北 京 有 有 公 司 ( 下 “ 北 京 有 ” ) , 一 家 中 国 法 立 和 的 公 司 , 地 北 京 区 太 镇 永 安 街 镇 政 公 # # # - # # # - # # # # ( 2 ) 北 京 有 有 公 司 ( 下 “ 北 京 有 ” ) , 一 家 中 国 法 立 和 的 公 司 , 地 北 京 区 太 镇 永 安 街 镇 政 公 # # # - # # # - # # # # ( 2 ) 北 京 有 有 公 司 ( 下 “ 北 京 有 ” ) , 一 家 中 国 法 立 和 的 公 司 , 地 北 京 区 太 | 923 |
termination | exhibit 10. 2 termination of management continuity agreement the amended and restated management continuity agreement between the macerich company and arthur m. coppola dated as of december 29, 2008 is hereby terminated and shall no longer have any force or effect as of march 15, 2013. / s / arthur m. coppola arthur m. coppola the macerich company, a maryland corporation by : / s / thomas j. leanse thomas j. leanse senior executive vice president, chief legal officer and secretary / s / arthur m. coppola / s / arthur m. coppola arthur m. coppola arthur m. coppola the macerich company, the macerich company, a maryland corporation a maryland corporation by : by : / s / thomas j. leanse / s / thomas j. leanse thomas j. leanse thomas j. leanse senior executive vice president, senior executive vice president, chief legal officer and secretary chief legal officer and secretary | 924 |
termination | termination agreement regarding the equity pledge agreement party a : detian yu biotechnology ( beijing ) co. limited ( 德 天 御 生 ( 北 京 ) 有 公 司 ) domicile : unit 807, building a, north star century centre, north star road west no. 8 yuan, chaoyang district, beijing ( 北 京 朝 区 北 西 8 北 世 中 心 a 807 ) party b : tian wenjun ( 田 文 ) id card no. : 142401197309042739 party c : hao jianming ( 明 ) id card no. : 14240119740912343x party d : yang jianhui ( ) id card no. : 510321196401111437 party e : zhou jianbin ( ) id card no. : 110108196812105473 party f : ren li ( 立 ) id card no. : 130502196302201518 party g : ren yongqing ( 永 青 ) id card no. : 14240119811206551x party h : zhang junde ( 德 ) id card no. : 14240119711122481x party i : wang tao ( 王 ) id card no. : 51030419710214152x 1 1 1 whereas : whereas : 1. party a, party b, party c, party d, party e, party f, party g, party h and party i have entered into an equity pledge agreement dated november 16, 2010, pursuant to which party b, party c, party d, party e, party f, party g, party h and party i agree to pledge all of their equity interests in beijing jundaqianyuan investment management co., ltd. ( 北 京 大 元 有 公 司 ) ( hereinafter referred to as “ jundaqianyuan ” ) to party a, to guarantee the performance of all the obligations or debts under the business cooperation agreement and exclusive management and consulting service agreement both dated november 16, 2010 assumed by jundaqianyuan, and to counter - guarantee the payment made by party a to jundaqianyuan for the performance of joint and several liabilities guarantee assumed by the party | 925 |
termination | exhibit 10. 1 termination agreement among federal deposit insurance corporation, receiver of olde cypress community bank clewiston, florida federal deposit insurance corporation, receiver of community national bank at bartow bartow, florida federal deposit insurance corporation, receiver of independent national bank ocala, florida federal deposit insurance corporation, receiver of central florida state bank belleview, florida federal deposit insurance corporation, receiver of first guaranty bank and trust company of jacksonville jacksonville, florida federal deposit insurance corporation, receiver of haven trust bank florida ponte vedra beach, florida federal deposit insurance corporation, receiver of first commercial bank of florida orlando, florida federal deposit insurance corporation and centerstate bank of florida, n. a. dated as of february 3, 2016 termination agreement this termination agreement ( the “ agreement ” ), is made and entered into as of the 3rd day of february, 2016, by and among the federal deposit insurance corporation, as receiver of olde cypress community bank, clewiston, florida, and as receiver of community national bank at bartow, bartow florida, and as receiver of independent national bank, ocala, florida, and as receiver of central florida state bank, belleview, florida, and as receiver of first guaranty bank and trust company of jacksonville, jacksonville, florida, and as receiver of haven trust bank florida, ponte vedra beach, florida, and as receiver of first commercial bank of florida, orlando, florida ( collectively, the “ receiver ” ), centerstate bank of florida, n. a., organized under the laws of the united states of america, and having its principal place of business in winter haven florida ( the “ assuming institution ” ), and the federal deposit insurance corporation, organized under the laws of the united states of america and having its principal office in washington, d. c., acting in its corporate capacity ( the “ corporation ” ). recitals a. the receiver, the assuming institution and the corporation entered into the following purchase and assumption agreements ( collectively, the “ p & a agreements ” and each, respectively, the “ p & a agreement ” ). each of the p & a agreements listed below includes a single family shared - loss agreement ( the “ single family shared - loss agreement ” ) attached as exhibit 4. 15a and a commercial shared - loss agreement ( the “ commercial shared - loss agreement ” ) attached as exhibit 4. 15b : a. a. the receiver, the assuming institution and the | 926 |
termination | exhibit 10. 3 termination and settlement agreement this termination, settlement agreement and mutual release ( " agreement " ) is entered into by and between baxtech asia pte ltd, a company incorporated in singapore and having its registered office at 190 middle road, # 19 - 05 fortune centre, singapore 688979 and voz mobile cloud ltd., a washington corporation. baxtech and voz are collectively referred to herein as the " parties. " recitals whereas, on or about september 22, 2011, voz and baxtech executed an agreement ( the " asset purchase agreement " ) for the purpose of, among other things, inducing baxtech to assign and transfer certain assets ( the “ assets ” ) to voz in exchange for 11, 000, 000 shares of the common stock of voz on certain terms the purpose of which was to cause certain portions of the business of baxtech to be held by a public company quoted on the otcmarkets otcqb ; whereas, at such time, floyd robertson was the president of voz and lawrence lee ( “ lee ” ) was the director of baxtech ; whereas, upon completion of the transfer of certain of the assets of voz pursuant to the agreement, the controlling shareholders of baxtech became the controlling shareholders of voz, robertson resigned and lee became the sole officer and director of voz ; whereas, thereafter, baxtech learned that voz was a former shell company ( “ shell company ” ) as defined by rule 405 of the securities act of 1933, as amended ( the “ securities act ” ) and as a result, under existing sec rules and regulations, it could not become a publicly traded company until certain requirements were met including that voz was no longer a shell company and either ( i ) filed a registration statement with the sec pursuant to the securities act or ( ii ) filed form 10 information with the sec and 12 months had expired ; whereas, baxtech expended time and substantial legal and accounting costs in connection with the filing of a registration statement under the securities act for voz, and upon effectiveness, despite representations to the contrary, baxtech learned that voz could not meet the requirements of the financial industry regulatory authority ( “ finra ” ) for assignment of a ticker symbol regardless of voz ’ s status as a shell company ; whereas, based upon its belief that voz could become a publicly traded company on the ot | 927 |
termination | exhibit 10. 35 march 18, 2004 mr. malcolm thompson c / o photon dynamics, inc. 5970 optical court san jose, ca 95138 dear malcolm : photon dynamics, inc. ( the “ company ” ) is pleased to offer to continue your consulting engagement with the company in the position of executive chairman of the company ’ s board of directors ( the “ board ” ) in this agreement ( the “ agreement ” ) on the following terms. 1. consulting period. you began consulting with the company on february 1, 2004 and the company will continue to engage you as a consultant from the date of this agreement until december 31, 2004 ( the “ consulting period ” ), unless the consulting period is extended by you and the company, or terminated earlier pursuant to paragraph 9 below. during the consulting period, you will make yourself available to perform consulting services for up to six ( 6 ) days per month as arranged and agreed between you and the company ’ s president and ceo. 2. consulting services. during the consulting period, you will provide advice and services to the company ’ s senior management staff with respect to company business matters ( the “ consulting services ” ). the manner and means by which you choose to perform your work are in your sole discretion and control, although you agree to exercise the highest degree of professionalism and utilize your expertise in performing these consulting services. 3. consulting fees. the company will pay you as consulting fees a lump sum amount of $ 54, 000, which will be paid to you within five ( 5 ) business days after you sign and return this agreement to the company ( the “ initial payment ” ). the company will pay you as additional consulting fees the amount of $ 12, 000 per month for consulting services rendered on and after february 1, 2004 ( the “ consulting payments, ” collectively with the initial payment, the “ consulting fees ” ) through the end of the consulting period. the company will pay you the consulting payments on a monthly basis. in addition, the company will reimburse you for all reasonable, documented business expenses incurred in performing services under this agreement. you will invoice the company for any expenses you incur in connection with the consulting services, and any expense of more than $ 1, 000 dollars will require prior written approval from the company ’ s chief financial officer. mr. malcolm thompson march 18, 2004 page 2 4. stock option. subject to approval of the board, the company shall grant you a non | 928 |
termination | exhibit 10. 1 termination agreement signed and entered on the 23 day of the month of july 2019 by and between : my size israel 2014 ltd., i. d. no. 515036895 of 3 arava st., airport city ( the “ company ” ) of the one part ; and : eliyahu wales, i. d. no. 040914368 of 9 menachem st., bnei brak ( the “ employee ” ) of the second part ; whereas : the employee was employed by the company as of september 10, 2013, all in accordance with the provisions of the employment agreement dated november 18, 2018 ( the “ employment agreement ” ) ; and whereas : the employee tendered his resignation as employee, and following such tender the employee and the company reached an agreement with respect to termination of employee ’ s employment and the employee delivered his formal written notice of resignation to the company on june 2, 2019 ; and whereas : the company and the employee ( the “ parties ” ) desire to enter in writing the terms and conditions of the employee ’ s termination of employment, as set forth in this agreement ( the “ agreement ” ). by and between : my size israel 2014 ltd., by and between : my size israel 2014 ltd., i. d. no. 515036895 i. d. no. 515036895 of 3 arava st., airport city of 3 arava st., airport city ( the “ company ” ) ( the “ company ” ) of the one part ; of the one part ; and : eliyahu wales, i. d. no. 040914368 and : eliyahu wales, i. d. no. 040914368 of 9 menachem st., bnei brak of 9 menachem st., bnei brak ( the “ employee ” ) ( the “ employee ” ) of the second part ; of the second part ; whereas : the employee was employed by the company as of september 10, 2013, all in accordance with the provisions of the employment agreement dated november 18, 2018 ( the “ employment agreement ” ) ; and whereas : the employee was employed by the company as of september 10, 2013, all in accordance with the provisions of the employment agreement dated november 18, 2018 ( the “ employment agreement ” ) ; and whereas : the employee tendered his resignation | 929 |
termination | among : shlomo palas ( i. d. 057313579 ) 17 etrog st. rosh hayyn israel 48570 samuel keshet ( i. d. 030164529 ) 19, reuven st. zichron ya'akov israel 30900 eliezer weinberg ( i. d. 065137408 ) 6, hayarkon st. haifa israel 34465 ( shlomo palas, samuel keshet and eliezer weinberg together the “ principals ” ) and : jin jie corp. 409 - 4th floor, tsui king house choi hung estate hong kong ( “ jjc ” ) and : green biofuels holdings ltd. an israeli company, 17 hactrog street rosh hayin, israel ( “ gbh ” ) and : cally kai lai lai 409 - 4th floor, tsui king house choi hung estate hong kong ( “ lai ” ) and : wei xiang zeng 409 - 4th floor, tsui king house choi hung estate hong kong ( “ zeng ” ) a. the principals, jjc, gbh, lai and zeng entered into a letter agreement dated january 13, 2010 ( the “ letter agreement ” ), regarding, among other things, the transfer and sale by gbh of all of the interest and rights to the assets and business of the gbh carbon credit project, including know - how, trademarks, patents, agreements and all other assets ( the " the gbh carbon credit project assets " ) to jjc ; b. the principals, jjc, gbh, lai and zeng wish to mutually terminate the letter agreement and abandon the gbh carbon credit project assets acquisition ; and c. the parties wish to enter into this termination agreement to confirm the termination of the letter agreement and to release each other from any and all obligations and liabilities pursuant to the letter agreement. jin jie corp. per : / s / cally ka lai lai authorized signatory green biofuels holdings ltd. per : / s / shlomo palas authorized signatory / s / shlomo palas / s / shmuel keshet shlomo palas shmuel keshet / s / eliezer weinberg / s / cally ka lai lai eliezer weinberg cally kai lai lai / s / wei xiang zeng wei xiang zeng / s / | 930 |
termination | exhibit 10. 1 termination, settlement and release agreement this termination, settlement and release agreement ( this “ agreement ” ) is entered into this 9th day of march, 2009, by and among fx luxury, llc ( formerly known as fx luxury realty llc ), a delaware limited liability company ( “ fx luxury ” ), fx real estate and entertainment inc., a delaware corporation ( “ fxree ” and, together with fx luxury, the “ fx luxury parties ” ), elvis presley enterprises, inc., a tennessee corporation ( “ epe ” ) and muhammad ali enterprises llc, a california limited liability company ( “ mae ” and, together with epe, the “ licensor parties ” ). the fx luxury parties, epe and mae are each referred to herein as a “ party ” and, collectively, as the “ parties. ” recitals whereas, fx luxury and epe are parties to a license agreement, effective as of june 1, 2007, as amended as effective as of november 16, 2007 ( the “ epe license agreement ” ), and fx luxury and mae are parties to a license agreement, effective as of june 1, 2007, as amended effective as of november 16, 2007 ( the “ mae license agreement ” and, together with the epe license agreement, the “ license agreements ” ) ; and whereas, pursuant to ( i ) section 7. 08 of the epe license agreement, fx luxury was required, among other things, to pay epe a guaranteed minimum royalty for the calendar year ending december 31, 2008, of $ 9, 000, 000 by january 30, 2009 ( the “ epe royalty payment ” ), and additional guaranteed minimum royalty payments each calendar year thereafter for the term of the epe license agreement and ( ii ) section 6. 07 of the mae license agreement, fx luxury was required, among other things, to pay mae a guaranteed minimum royalty for the calendar year ending december 31, 2008, of $ 1, 000, 000 by january 30, 2009 ( the “ mae royalty payment ” ), and additional guaranteed minimum royalty payments each calendar year thereafter for the term of the mae license agreement ; and whereas, fx luxury has not made either the epe royalty payment or the mae royalty payment ; and whereas, pursuant to ( i ) section 23. 02 of the epe license agreement, epe has the right to terminate the epe license agreement upon written notice to fx luxury if, among other things | 931 |
termination | exhibit 10. 1 termination release agreement in consideration of the severance benefits ( the “ severance benefits ” ) offered to me by shoretel, inc. ( the “ employer ” ) as set forth on exhibit a and in connection with the termination of my employment, i agree to the following general release ( the “ release ” ). 1. on behalf of myself, my heirs, executors, administrators, successors, and assigns, i hereby fully and forever generally release and discharge employer, its current, former and future parents, subsidiaries, affiliated companies, related entities, employee benefit plans, and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns ( collectively, the “ company ” ) from any and all claims, causes of action, and liabilities up through the date of my execution of the release. the claims subject to this release include, but are not limited to, those relating to my employment with employer and / or any predecessor or successor to employer and the termination of such employment. all such claims ( including related attorneys ’ fees and costs ) are barred without regard to whether those claims are based on any alleged breach of a duty arising in statute, contract, or tort. this expressly includes waiver and release of any rights and claims arising under any and all laws, rules, regulations, and ordinances, including, but not limited to : title vii of the civil rights act of 1964 ; the older workers benefit protection act ; the americans with disabilities act ; the age discrimination in employment act ; the fair labor standards act ; the national labor relations act ; the family and medical leave act ; the employee retirement income security act of 1974, as amended ( “ erisa ” ) ; the workers adjustment and retraining notification act ; the california fair employment and housing act ( if applicable ) ; the provisions of the california labor code ( if applicable ) ; the equal pay act of 1963 ; and any similar law of any other state or governmental entity. the parties agree to apply california law in interpreting the release. accordingly, i further waive any rights under section 1542 of the civil code of the state of california or any similar state statute. section 1542 states : “ a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known to him or her, must have materially affected his | 932 |
termination | exhibit 10. 1 commercial lines master agreement by and between acp re, ltd and amtrust financial services, inc. dated as of april 8, 2014 table of contents article i definitions2article ii transaction closing5article iii representations and warranties of acp6article iv representations and warranties of amtrust7article v covenants9article vi reserved11article vii conditions precedent11article viii indemnification13article ix termination prior to closing14article x general provisions14 article i definitions2article ii transaction closing5article iii representations and warranties of acp6article iv representations and warranties of amtrust7article v covenants9article vi reserved11article vii conditions precedent11article viii indemnification13article ix termination prior to closing14article x general provisions14 article i definitions2article ii transaction closing5article iii representations and warranties of acp6article iv representations and warranties of amtrust7article v covenants9article vi reserved11article vii conditions precedent11article viii indemnification13article ix termination prior to closing14article x general provisions14 article i definitions article i definitions 2 2 article ii transaction closing article ii transaction closing 5 5 article iii representations and warranties of acp article iii representations and warranties of acp 6 6 article iv representations and warranties of amtrust article iv representations and warranties of amtrust 7 7 article v covenants article v covenants 9 9 article vi reserved article vi reserved 11 11 article vii conditions precedent article vii conditions precedent 11 11 article viii indemnification article viii indemnification 13 13 article ix termination prior to closing article ix termination prior to closing 14 14 article x general provisions article x general provisions 14 14 exhibits exhibit a lpt agreement exhibit b administrative services agreement exhibit c commercial lines mga agreement exhibit d commercial lines reinsurance agreement exhibit e stop - loss agreement exhibit f investment agreement exhibit g commercial lines bill of sale exhibit h tower companies disclosure schedule sectiondescription section section description description section 3. 3noncontravention ; consents section 3. 3 section 3. 3 noncontravention ; consents noncontravention ; consents section 4. 3noncontravention ; consents section 4. 3 section 4. 3 noncontravention ; consents noncontravention ; consent | 933 |
termination | exhibit 10. 1 termination no. 7 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ sl by : 2 - 9 - 10 \ exhibit 10. 1 termination no. 7 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ sl by : 2 - 9 - 10 termination no. 7 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ sl by : 2 - 9 - 10 termination no. 7 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ sl by : 2 - 9 - 10 in the court of common pleas, franklin county, ohio commercial docket ibeam solutions, llc : plaintiff, : case no. 09cvh07 - 10535 v. : judge richard a. frye data center 101, llc, : defendant. : dismissal entry per agreement of the parties, this case is settled and dismissed with prejudice as to all claims pending between the parties. court costs to be paid by the party that incurred them. date : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ judge frye approved by : / s / jay b. eggspuehler jay b. eggspuehler, esq. ( 0047360 ) kerry t. boyle ( 0072698 ) brandon l. abshier ( 0083505 ) wiles, boyle, burkholder & bringardner co., l. p. a. 300 spruce street, floor one columbus, ohio 43215 ( 614 # # # - # # # - # # # # ( 614 # # # - # # # - # # # # fax * * * @ * * * * * * @ * * * * * * @ * * * attorneys for defendant filed common pleas court franklin co. ohio 2010 feb 11 pm 3 : 38 clerk of courts - cv | 934 |
termination | exhibit 10. 55 amended and restated executive termination benefits agreement this amended and restated executive termination benefits agreement ( this “ agreement ” ), dated as of the 3rd day of february, 2003 is among amr corporation, a delaware corporation, american airlines, inc., a delaware corporation ( collectively the “ company ” ), and gary f. kennedy ( the “ executive ” ). w i t n e s s e t h : whereas, the company considers it essential to the best interests of the company and its stockholders that its management be encouraged to remain with the company and to continue to devote full attention to the company ’ s business in the event an effort is made to obtain control of the company through a tender offer or otherwise ; whereas, the company recognizes that the possibility of a change in control and the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the company and its stockholders ; whereas, the company ’ s board of directors ( the “ board ” ) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the company ’ s management to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of the company ; whereas, the executive is a key executive of the company ; whereas, the company believes the executive has made valuable contributions to the productivity and profitability of the company ; whereas, should the company receive any proposal from a third person concerning a possible business combination with or acquisition of equity securities of the company, the board believes it imperative that the company and the board be able to rely upon the executive to continue in his position, and that the company be able to receive and rely upon his advice as to the best interests of the company and its stockholders without concern that he might be distracted by the personal uncertainties and risks created by such a proposal ; and whereas, should the company receive any such proposals, in addition to the executive ’ s regular duties, he may be called upon to assist in the assessment of such proposals, advise management and the board as to whether such proposals would be in the best interests of the company and its stockholders, and to take such other actions as the board might determine to be appropriate. now, therefore, to assure the company that it will have the continued undivided attention and services of the executive and the availability of his advice and counsel notwithstanding | 935 |
termination | exhibit 10. 1 december 11, 2018 via facsimile 646 # # # - # # # - # # # # mr. george santana managing director, investment banking chardan capital markets, llc 17 state street, suite 1600 new york, ny 10004 re : notice of termination of equity distribution agreement re : notice of termination of equity distribution agreement re : notice of termination of equity distribution agreement dear george : pursuant to section 11 ( b ) of the equity distribution agreement by and between chardan capital markets, llc ( “ chardan ” ) and hemispherx biopharma, inc. ( the “ company ” ) dated december 15, 2015 ( the “ eda ” ), the company hereby notifies chardan that it is terminating the eda effective december 11, 2018, and chardan has waived the contract ten ( 10 ) day notice. sincerely, / s / thomas k equels thomas k. equels, ceo sincerely, sincerely, / s / thomas k equels / s / thomas k equels thomas k. equels, ceo thomas k. equels, ceo cc : anthony j. marsico, esq. mintz levin cohn ferris glovsky and popeo pc chrysler center 666 third avenue new york, ny 10017 cc : anthony j. marsico, esq. cc : anthony j. marsico, esq. mintz levin cohn ferris glovsky and popeo pc mintz levin cohn ferris glovsky and popeo pc chrysler center chrysler center 666 third avenue 666 third avenue new york, ny 10017 new york, ny 10017 corporate headquarters 2117 sw highway 484, ocala fl 34473 t : 407 # # # - # # # - # # # # f : 407 # # # - # # # - # # # # finance & administration 600 main street, suite 2, riverton nj 08077 t : 215 # # # - # # # - # # # # f : 215 # # # - # # # - # # # # manufacturing 783 jersey ave, new brunswick, nj 08901 www. hemispherx. net t : 732 # # # - # # # - # # # # f : 732 # # # - # # # - # # # # corporate headquarters corporate headquarters 2117 sw highway 484, ocala fl 34473 t | 936 |
termination | infrastructure and energy alternatives, llcby : / s / ian schapironame : ian schapirotitle : authorized signatoryoaktree power opportunities fund iii delaware, l. p. by : oaktree fund gp, llcits : general partnerby : oaktree fund gp i, l. p. its : managing memberby : / s / ian schapironame : ian schapirotitle : authorized signatoryby : / s / peter jonnaname : peter jonnatitle : authorized signatoryacknowledged and agreed this 26th day of march 2021 : infrastructure and energy alternatives, inc. by : / s / gil melmanname : gil melmantitle : executive vice president, general counsel, corporate secretary & chief compliance officerm iii sponsor i llcby : / s / mohsin y. meghjiname : mohsin y. meghjititle : managing member infrastructure and energy alternatives, llc by : / s / ian schapiro name : ian schapiro title : authorized signatory oaktree power opportunities fund iii delaware, l. p. by : oaktree fund gp, llc its : general partner by : oaktree fund gp i, l. p. its : managing member by : / s / ian schapiro name : ian schapiro title : authorized signatory by : / s / peter jonna name : peter jonna title : authorized signatory acknowledged and agreed this 26th day of march 2021 : infrastructure and energy alternatives, inc. by : / s / gil melman name : gil melman title : executive vice president, general counsel, corporate secretary & chief compliance officer m iii sponsor i llc by : / s / mohsin y. meghji name : mohsin y. meghji title : managing member kirkland & ellis llp333 south hope street, 29th floor los angeles, ca 90071 attn : tana ryan, p. c. facsimile : # # # - # # # - # # # # email : tryan @ kirkland. comkirkland & ellis llp 601 lexington avenue new york, ny 10022attn : michael kimfacsimile : ( 212 ) 446 - 4900email : michael. kim @ kirkland. comm iii partners, lp130 west 42nd str., 17 | 937 |
termination | march 20, 2002 mr. joseph a. pendergast 330 mccloud place danville, california 94526 re : interest - free loan obligation dear joe : i have calculated the obligation that remains between larscom and you as explained below : original loan amount : forgiveness ( amortization ) period : employment start date : employment termination date : months of employment : remaining months on loan : loan amount forgiven ( 17 / 48x $ 80, 000 ) : loan balance owed larscom : as we agreed, before you left larscom ’ s employment, the loan balance owed larscom ( $ 51, 667. 67 ) is to be repaid in full by no later than 6 months from your termination, which would be by september 22, 2002. also, as we agreed, if there is any litigation about the loan, the prevailing party is entitled to recover its reasonable attorneys fees and costs from the other party, in addition to all other allowable remedies. larscom has reported 15 months of “ loan forgiveness ” on your w - 2s for the years 2000 and 2001 and “ grossed up ” your income accordingly. larscom will report the remaining 2 months of “ loan forgiveness ” for completion of your employment during 2002. larscom will report this amount in your 2002 w - 2 and “ gross it up ” at a 40 % rate to help provide for your taxes on this portion of your income ; i. e., we will retain the 40 % in its entirety for the required withholding amounts for the 2 months of forgiveness and for the gross - up amount itself. sincerely, / s / daniel l. scharre daniel l. scharre president and chief executive officer | 938 |
termination | exhibit 10. 31 [ * * * ] = certain confidential information contained in this document, marked by brackets, has been omitted because it is both not material and would likely be competitively harmful if publicly disclosed. termination agreement this termination agreement ( “ agreement ” ) is by and among pioneer hi - bred international, inc., an iowa corporation ( “ pioneer ” ) ; and s & w seed company, a nevada corporation ( “ s & w ” ). whereas, pioneer and s & w entered into a series of agreements whereby pioneer sold certain assets related to alfalfa to s & w and entered into certain ongoing relationships relating to alfalfa research, production, and distribution ; whereas, pioneer and s & w want to terminate many of the agreements and obligations relating to alfalfa ; and whereas, the parties contemporaneously are entering into a license agreement whereby s & w is providing pioneer certain rights relating to certain alfalfa varieties ; now, therefore, pioneer and s & w agree as follows : 1. definitions. 1. 1. definitions. 1. 1 two entities are “ affiliates ” if one of them, directly or indirectly, whether through one or more intermediaries, controls the other, or both of them are, directly or indirectly, whether through one or more intermediaries, controlled by the same entity. 1. 1 1. 1 two entities are “ affiliates ” if one of them, directly or indirectly, whether through one or more intermediaries, controls the other, or both of them are, directly or indirectly, whether through one or more intermediaries, controlled by the same entity. 1. 2 “ control, ” “ controls, ” “ controlled by, ” and “ under common control ” shall mean ( a ) the ownership, directly or indirectly, whether through one or more intermediaries, of fifty percent ( 50 % ) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent ( 50 % ) or more of the equity interest in the case of any other type of legal entity, ( b ) status as a general partner in any partnership, or ( c ) any other arrangement by which an entity has, directly or indirectly, the power to direct or cause the direction of the management and policies of another entity. 1. 2 1. 2 “ control, ” “ controls, ” “ controlled by, ” and “ under common control ” | 939 |
termination | exhibit 10. 4 exhibit 10. 4 intellectual property license termination agreement parties : symbid b. v. and symbid cooperatie ua 15 november 2016 15 november 2016 15 november 2016 1 1 annexes annex a symbid ip and symbid know - how annex a symbid ip and symbid know - how annex a symbid ip and symbid know - how 2 2 i. symbid b. v., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of the netherlands with its registered seat in rotterdam, the netherlands, having its business address at marconistraat 16, 3029 ak rotterdam, the netherlands, registered in the trade register of the chamber of commerce under number 52212343 ( " symbid " ) ; i. symbid b. v., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of the netherlands with its registered seat in rotterdam, the netherlands, having its business address at marconistraat 16, 3029 ak rotterdam, the netherlands, registered in the trade register of the chamber of commerce under number 52212343 ( " symbid " ) ; i. symbid b. v., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of the netherlands with its registered seat in rotterdam, the netherlands, having its business address at marconistraat 16, 3029 ak rotterdam, the netherlands, registered in the trade register of the chamber of commerce under number 52212343 ( " symbid " ) ; and ii. symbid cooperatie ua, a cooperative ( cooperatie ), incorporated under the laws of the netherlands with its registered seat in rotterdam, the netherlands, having its business address at marconistraat 16, 3029 ak rotterdam, the netherlands, registered in the trade register of the chamber of commerce under number 52466825 ( " symbid cooperatie ua " ) ; ii. symbid cooperatie ua, a cooperative ( cooperatie ), incorporated under the laws of the netherlands with its | 940 |
termination | exhibit 10. 46 * * * text omitted and filed separately with the securities and exchange commission. confidential treatment requested under 17 c. f. r. sections 200. 80 ( b ) ( 4 ) and 240. 24b - 2. execution version settlement and termination agreement by and between amylin pharmaceuticals, inc. and eli lilly and company november 7, 2011 table of contents page article 1 definitions 2 section 1. 1 definitions 2 section 1. 2 other defined terms 22 article 2 termination of collaboration agreement and related agreements 24 section 2. 1 termination of collaboration agreement 24 section 2. 2 related agreements and related third party agreements 24 section 2. 3 reversion of license rights in the collaboration agreement and related agreements 28 article 3 settlement and release 28 section 3. 1 dismissals 28 section 3. 2 amylin release 28 section 3. 3 lilly release 29 section 3. 4 covenants not to sue 30 section 3. 5 right to defend 31 section 3. 6 excluded claims 31 article 4 consideration 32 section 4. 1 upfront payment 32 section 4. 2 milestone payment and other payments 32 section 4. 3 revenue sharing obligation 32 section 4. 4 payments of total revenue sharing obligation 33 section 4. 5 payments upon bydureon approval failure 34 section 4. 6 termination of revenue sharing obligations 34 section 4. 7 records 37 section 4. 8 reports 37 section 4. 9 lilly audit rights 37 section 4. 10 reconciliation under collaboration agreement 38 section 4. 11 reconciliation audit right 38 section 4. 12 payment ; late payment charges 39 section 4. 13 amylin audit rights 40 article 5 intellectual property ; assignment and licenses 41 section 5. 1 ownership 41 section 5. 2 assignment 42 section 5. 3 licenses 42 page article 1 definitions section 1. 1 section 1. 2 article 2 termination of collaboration agreement and related agreements section 2. 1 section 2. 2 section 2. 3 article 3 settlement and release section 3. 1 section 3. 2 section 3. 3 section 3. 4 section 3. 5 section 3. 6 article 4 consideration section 4. 1 section 4. 2 section 4. 3 section 4. 4 section 4. 5 section 4. 6 section 4. 7 section 4. 8 section 4. 9 section 4. 10 section 4. 11 section 4. 12 section 4. 13 article 5 intellectual property ; assignment and licenses section 5. 1 section 5. 2 section 5. 3 i article 6 us transition 45 section 6. 1 termination of lilly commercialization in the united states | 941 |
termination | exhibit 10. 40 protection in case of termination ( for reason other than a serious motive, i. e. other than for cause ) management committee management committee other members of senior management other members of senior management the highest of 12 months or as per current policy vested options – 60 days unvested options – cancelled retirement – see proposed new policy supplementary pension program ( top hat 1 and / or top hat ii as applicable ) supplementary pension program ( top hat ii ) | 942 |
termination | exhibit 10. 1 aufhebungsvereinbarung termination agreement zwischen between scm microsystems gmbh oskar - messter - straße 13 85737 ismaning - “ gesellschaft ” / “ company ” - und and herrn / mr. stephan rohaly heidelberger landstraße 2 64297 darmstadt - “ geschaftsfuhrer ” / “ managing director ” - praambel preamble herr rohaly ist geschaftsfuhrer der gesellschaft. grundlage seiner tatigkeit ist sein anstellungsvertrag vom 14. marz 2006 in der fassung etwaiger zusatzvereinbarungen. mr. rohaly has served as managing director of the company based on his march 14, 2006 employment contract as amended from time to time. die parteien wollen das zwischen ihnen bestehende anstellungsverhaltnis einvernehmlich beenden. the parties wish to terminate the employment relationship existing between them by mutual agreement. dies vorausgeschickt, vereinbaren die parteien was folgt : having said this, the parties agree as follows : § 1 beendigung § 1 termination ( 1 ) die parteien sind sich einig, dass das anstellungsverhaltnis zwischen dem geschaftsfuhrer und der gesellschaft sowie jedwedes etwaige sonstige anstellungs - oder dienstverhaltnis, insbesondere ein etwaiges arbeitsverhaltnis, zwischen dem geschaftsfuhrer und der gesellschaft oder einem mit der gesellschaft im sinne des § 15 aktg verbundenen unternehmen ( “ verbundene unternehmen ” ) zum 31. marz 2010 ( “ beendigungstermin ” ) enden wird. ( 1 ) the parties agree that the employment relationship between the managing director and the company as well as any other employment or service relationship, in particular any dependant employment, between the managing director and the company or any affiliate of the company within the meaning of sec. 15 german stock companies act [ aktiengesetz — aktg ] ( “ affiliates ” ) will be terminated with effect as of march 31, 2010 ( | 943 |
termination | exhibit 10. 1 termination and transfer agreement between : aegera therapeutics inc., a corporation incorporated under the laws of canada, having a place of business at 810 chemin du golf, ile - des - sœurs, montreal, quebec h3e 1a8, canada ( hereinafter referred to as “ aegera ” ) and : curis, inc., a corporation incorporated under the laws of delaware, having a place of business at 61 moulton street, cambridge, ma 02138, u. s. a. ( hereinafter referred to as “ curis ” ) whereas aegera and curis are parties to a license and collaboration agreement dated as of january 5, 2001, as amended by a letter dated march 20, 2001 ( collectively, the “ license agreement ” ), whereby the parties agreed to cooperate with each other in order to develop potential therapeutics and diagnostics from stem cell technologies ; whereas curis has indicated, in a letter dated february 6, 2003, that it has divested itself of its stem cell technology and associated research functions and that it is not likely to make future use of the remaining aegera stem cell intellectual property assets ; and whereas aegera and curis hereby agree to terminate the license agreement in accordance with the terms and conditions set forth hereinafter ; now, therefore, the parties covenant and agree as follows : 1. definitions 1. 1 “ business ” shall mean the business of developing and commercializing therapeutic, prophylactic and diagnostic products from stem cell technologies, including but not restricted to all research, derivations, amplifications and applications of skin - derived precursor cells ( “ skps ” ). 1. 2 “ business day ” means any day of the year, other than a saturday, sunday, or any day on which banks are required or authorized to close in cambridge, massachusetts. 1. 3 “ confidential information ” shall mean all technology, data, materials, products, technical information, commercialization, clinical and research strategies, know - how and trade secrets falling under the aegera technologies, the aegera or the curis technologies specified in section 6. 4 of the license agreement, the mcgill contract and the collaboration rights disclosed by one party ( the “ disclosing party ” ) to the other up to the termination date ; provided that “ confidential information ” shall not include ( i ) information that is or becomes part of the | 944 |
termination | news release thunder mountain gold and bemetals agree to terminate the south mountain project option agreement boise, idaho and vancouver b. c. - december 30, 2022 : thunder mountain gold, inc. ( otcqb : thmg ; tsx - v : thm ), ( the " company " or " thmg " ) announced today that effective december 29, 2022, the company has agreed to the termination of the option agreement ( the " option agreement " ) with bemetals corp. ( tsxv : bmet, otcqb : bmtlf, frankfurt : 1oi. f ) ( " bemetals " ), to acquire up to a 100 % interest in the south mountain project ( " south mountain " or the " project " or the " property " ) in southwest idaho, u. s. a. eric t. jones, president and ceo of thunder mountain gold inc. commented, " we appreciate the hard work and capital that bemetals has provided to advance the south mountain project. thunder mountain gold inc. remains committed to advancing the project through the next phase and expects to raise necessary capital through equity financing or partnerships with other strategic partners who have expressed interest. we believe our project has tremendous potential to be a low - cost producer of zinc, silver, and gold, with copper credits. " the south mountain project the south mountain mine is a high - grade polymetallic pre - development project focused on zinc, silver, gold and copper, located seventy miles southwest of boise, idaho ( see figure 1 ). high - grade mineralization occurs as a carbonate replacement deposit ( " crd " ), both in massive sulfide zones, and skarn - altered mineralized zones. the project was intermittently mined from the late 1800s to the mid - 1950s and its existing 8, 000 + / - feet of underground workings remain intact and well - maintained. historic production at the project has largely come from high - grade massive sulfide bodies that remain open at depth and along strike. according to historical smelter records, approximately 53, 642 tons of mineralized material was mined, milled, and smelted. these records also indicate average grades ; 14. 5 % zn, 363. 42 g / t ag, 1. 98 g / t au, 2. 4 % pb, and 1. 4 % cu. ( see ni 43 - 101 technical report : updated mineral resource | 945 |
termination | exhibit 10. 20 amendment to mutual termination of employment agreement this amendment to mutual termination of employment agreement is entered into by and between gen2media corp. and james byrd, jr. effective as of the date of the original agreement dated july 9, 2009. 1. byrd was the former chairman and ceo of gen2 who resigned these roles under mutual termination of employment agreement dated july 9, 2009. ( “ the termination agreement ” ). 1. byrd was the former chairman and ceo of gen2 who resigned these roles under mutual termination of employment agreement dated july 9, 2009. ( “ the termination agreement ” ). 2. the termination agreement called for byrd to have all future payments for 3, 029, 038 options due him under the employment agreement to be waived, and for him to receive, in consideration of ongoing consulting services, all remaining shares without any option payment. however, instead the parties desire for byrd to take a substantially reduced consulting role, and to limit his consulting services to strategic growth and transactional consulting, and to working with the company ’ s ongoing shareholder and investor relations initiatives. byrd will not provide any consulting in areas of management, operations or finance, and his time and services will be strictly limited to the foregoing areas. byrd will not be made party to any ongoing material non - public information regarding the company or its operations. 2. the termination agreement called for byrd to have all future payments for 3, 029, 038 options due him under the employment agreement to be waived, and for him to receive, in consideration of ongoing consulting services, all remaining shares without any option payment. however, instead the parties desire for byrd to take a substantially reduced consulting role, and to limit his consulting services to strategic growth and transactional consulting, and to working with the company ’ s ongoing shareholder and investor relations initiatives. byrd will not provide any consulting in areas of management, operations or finance, and his time and services will be strictly limited to the foregoing areas. byrd will not be made party to any ongoing material non - public information regarding the company or its operations. 3. in consideration of the fact that byrd will be providing substantially reduced consulting services, and expending substantially less time on behalf of gen2, byrd has agreed to restore the option payment due for the aforementioned shares, at the original agreed rate of 5 cents per share. additionally, byrd shall be credited with all of his accrued back pay, in the amount of $ 61, | 946 |
termination | may 21, 2020ryman hospitality properties, inc. one gaylord drivenashville, tennessee 37214via emailstratus block 21, l. l. c. 212 lavaca streetsuite 300austin, texas 78701attn : william h. armstrong, iiire : agreement of sale and purchase ( the “ psa ” ) dated december 9, 2019 between stratus block 21, l. l. c., as “ seller ” ( herein so called ), and ryman hospitality properties, inc. ( “ rhpi ” ), as purchaser, regarding block 21 austin, texas ; and membership interest purchase agreement dated december 9, 2019, between stratus block 21 investments, l. p. ( “ equity seller ” ), as seller, and rhpi, as purchaser, with respect to block 21 service company llc ( collectively, with the psa, the “ contracts ” ) gentlemen : rhpi is not prepared to proceed with the transactions contemplated by the contracts. by copy, the title company ( as defined in the psa ) is authorized to release the earnest money ( as defined in the psa ) to seller, and seller is authorized to receive the earnest money, in full and final settlement and satisfaction of all claims by seller and equity seller, and liabilities of purchaser, under and pursuant to the contracts ( other than the post termination obligations ( as defined in the psa ) ), if any, and as the sole and exclusive remedy of seller and equity seller under and pursuant to the contracts in connection with rhpi ’ s failure to proceed to closing under the contracts, other than the post termination obligations, if any. accordingly, seller, equity seller, and rhpi agree that the psa and the mipa are hereby terminated. upon the disbursement of earnest money to seller, the title company is hereby released from any further obligations and / or liabilities by virtue of having acted as escrow agent and closing agent under the psa. very truly yours, ryman hospitality properties, inc. by : / s / scott lynn name : scott lynn title : evp and general counsel agreed and accepted to by : stratus block 21, l. l. c., a delaware limited liability companyby : stratus block 21 manager, l. l. c., a texas limited liability company, its managerby : / s / | 947 |
termination | exhibit 10. 1 sponsored research agreement addendum no. 7 ( termination ) june 30, 2017 this addendum is being entered into to modify the sponsored research agreement ( sra ) dated september 1, 2009 made by and between trauma research llc ( “ trllc ” ) and ampio pharmaceuticals, inc. ( the “ company ” or “ ampio ”, formerly dmi life sciences, inc. ) whereas, the sra was entered into as of september 1, 2009 ; and whereas, the sra has been amended and modified pursuant to addendum no. 1, thereto executed as of june 1, 2012, addendum no. 2 thereto executed as of june 15, 2013, addendum no. 3, dated as of september 1, 2013 and addendum no. 4, dated as of march 17, 2014 and addendum no. 5, dated as of march 31, 2014 ; and whereas, the parties agree that the previous research performed at trllc to date has discovered and elucidated critically important mechanism of actions ( moa ) of ampiontm for the treatment of osteoarthritis of the knee ( oak ) and published those studies in peer reviewed journals, in satisfaction of a key element of obtaining regulatory approval of the drug and acceptance by potential commercial partners of the company, and tm whereas the parties hereto ( “ the parties ) agree that now that the company has obtained fda agreement for a clinical trial design for a final pivotal study that, if successful, will provide the basis for the filing of a biologics license application ( bla ) for the commercialization of the drug, and whereas the two major tasks ahead for the company, which should be executed concurrently, are the managing of the final pivotal clinical trial, and the completion of the chemistry, manufacturing and controls ( cmc ) requirements of the fda, including the bio - assay that allows quality control release of ampiontm production lots, and tm whereas the effort to accomplish these two major tasks by the end of 2017 will require the company to focus all of its limited financial resources on the engagement of technical staff, or outside contractors, that possess the requisite skills and experience to perform these tasks successfully and rapidly, and whereas, both parties intend to explore a new set of research projects to be undertaken by trllc, and funded by ampio, once the ampiontm bla has been filed and | 948 |
termination | citibank, n. a. 333 west 34th street, 2nd floor new york, ny 10001 exhibit 10. 18 date : august 13, 2003 to : gold bank corporation, inc. ( " counterparty " ) attention : rick tremblay, chief financial officer phone no. : 913 # # # - # # # - # # # # facsimile no : 913 # # # - # # # - # # # # from : citibank, n. a. new york ( " citibank " ) telefax no. : 212 # # # - # # # - # # # # date : august 13, 2003 to : gold bank corporation, inc. ( " counterparty " ) attention : rick tremblay, chief financial officer phone no. : 913 # # # - # # # - # # # # facsimile no : 913 # # # - # # # - # # # # from : citibank, n. a. new york ( " citibank " ) telefax no. : 212 # # # - # # # - # # # # transaction reference number : 35685 the purpose of this communication is to set forth the terms and conditions of the above - referenced transaction entered into on the trade date specified below ( the " transaction " ) between citibank, n. a., new york ( " citibank " ) and gold bank corporation, inc. ( " counterparty " ). this communication constitutes a " confirmation " as referred to in the agreement specified below. the definitions and provisions contained in the 2000 isda definitions ( the ` definitions ` ) ( as published by the international swaps and derivatives association, inc. ) are incorporated into this confirmation. references herein to a ` transaction ` shall be deemed to be references to a ` swap transaction ` for the purposes of the definitions. this confirmation supplements, forms a part of, and is subject to, the isda master agreement dated as of august 14, 2002, as amended and supplemented from time to time ( the ` master agreement ` ), between counterparty and citibank. all provisions contained in the master agreement govern this confirmation except as expressly modified below. in the event of any inconsistency between this confirmation and the definitions or the master agreement, this confirmation will govern. each party will make each payment specified in this confirmation as being payable by | 949 |
termination | exhibit 2. 1 execution version agreement and plan of merger dated as of april 26, 2011, among savvis, inc., centurylink, inc. and mimi acquisition company exhibit 2. 1 execution version agreement and plan of merger dated as of april 26, 2011, among savvis, inc., centurylink, inc. and mimi acquisition company table of contents page article i the merger section 1. 01. the merger 1 section 1. 02. closing 1 section 1. 03. effective time 2 section 1. 04. effects 2 section 1. 05. certificate of incorporation and by - laws 2 section 1. 06. directors and officers of surviving company 2 article ii effect on the capital stock of the constituent entities ; exchange of certificates section 2. 01. effect on capital stock 2 section 2. 02. exchange of certificates 4 section 2. 03. dissenters ’ rights 6 article iii representations and warranties of parent and merger sub section 3. 01. organization, standing and power 7 section 3. 02. parent subsidiaries 8 section 3. 03. capital structure 8 section 3. 04. authority ; execution and delivery ; enforceability 10 section 3. 05. no conflicts ; consents 10 section 3. 06. sec documents ; undisclosed liabilities 12 section 3. 07. information supplied 13 section 3. 08. absence of certain changes or events 14 section 3. 09. benefits matters ; erisa compliance 14 section 3. 10. litigation 15 section 3. 11. compliance with applicable laws 15 section 3. 12. brokers ’ fees and expenses 15 section 3. 13. financing 15 section 3. 14. merger sub 16 section 3. 15. no other representations or warranties 16 - i - table of contents page article i the merger section 1. 01. the merger 1 section 1. 02. closing 1 section 1. 03. effective time 2 section 1. 04. effects 2 section 1. 05. certificate of incorporation and by - laws 2 section 1. 06. directors and officers of surviving company 2 article ii effect on the capital stock of the constituent entities ; exchange of certificates section 2. 01. effect on capital stock 2 section 2. 02. exchange of certificates 4 section 2. 03. dissenters ’ rights 6 article iii representations and warranties of parent and merger sub section 3. 01. organization, standing and power 7 section 3. 02. parent subsidiaries 8 section 3. 03. capital structure 8 section 3. 04. authority ; execution | 950 |
termination | exhibit 10. 44 framework agreement for termination of lenovo security control structure this framework agreement for termination of lenovo security control structure ( this “ agreement ” ) is entered into by the following parties as of december 1, 2010 in beijing : party a : qi jian, citizen of the people ’ s republic of china ( the “ prc ” ), id no. 110108196007011212 with address at room 628, zhongdian information tower no. 6 zhongguancun south street, haidian district, beijing ( 100086 ) ; party b : liu kequan, prc citizen, id no. : 110106196305012456, address at room 810, zhongdian information tower no. 6 zhongguancun south street, haidian district, beijing ( 100086 ) ; party a, party b and the management of lenovo security technologies ( beijing ), inc. ( “ lenovo security ” ) represented by party a and party b ( of which the specific members are to be identified by party a and party b ) are hereinafter referred to as the buyers ; party c : lenovo - asiainfo technologies, inc., a limited liability company established and existing under the prc laws with its address at 4 / f zhongdian information tower no. 6 zhongguancun south street, haidian district, beijing ( hereinafter referred to as “ lenovo - asiainfo ” ) ; and party d : asiainfo - linkage, inc, a us listed company and the parent company of lenovo - asiainfo party c and party d hereinafter collectively referred to as controlling party. the parties above shall be referred to each as a “ party ”, and collectively as the “ parties ”. whereas : ( 1 ) lenovo security is a domestic limited liability company established and existing under the prc laws, and its current shareholding structure registered with the local administration of industry and commerce ( the “ aic ” ) is : legend holdings limited ( the “ legend holdings ” ) holds 51 %, qi jian holds 25 % and wang zheng holds 24 % ( legend holdings, qi jian and wang zheng are collectively referred to as the “ aic shareholders ” ). ( 2 ) in 2004, asiainfo holdings inc. ( currently known as asiainfo - linkage, inc. ) acquired the it service business from lenovo | 951 |
termination | exhibit 2. 1 termination agreement date : july 19, 2022 pursuant to section 11. 01 ( a ) of a certain agreement and plan of merger dated april 26, 2022, by and among fortune rise acquisition corporation, sigma merger sub inc., gamma merger sub inc., vcv power sigma, inc., vcv power gamma, inc., and yuan ( jerry ) tang. ( the “ merger agreement ” ), the parent and the companies mutually agree to terminate the merger agreement and the transaction contemplated thereby may be abandoned, effective immediately. except as otherwise set forth in the merger agreement, this agreement shall have the effect of termination as set forth in section 11. 02 of the merger agreement. capitalized terms in this agreement shall have the same meaning as set forth in the merger agreement. [ signature page follows ] fortune rise acquisition corporation by : / s / yuanmei ma name : yuanmei ma title : chief financial officer vcv power sigma, inc. by : / s / yuan tang name : yuan tang title : chief executive officer vcv power gamma, inc. by : / s / yuan tang name : yuan tang title : chief executive officer fortune rise acquisition corporation fortune rise acquisition corporation by : / s / yuanmei ma by : / s / yuanmei ma name : yuanmei ma name : yuanmei ma title : chief financial officer title : chief financial officer vcv power sigma, inc. vcv power sigma, inc. by : / s / yuan tang by : / s / yuan tang name : yuan tang name : yuan tang title : chief executive officer title : chief executive officer vcv power gamma, inc. vcv power gamma, inc. by : / s / yuan tang by : / s / yuan tang name : yuan tang name : yuan tang title : chief executive officer title : chief executive officer [ signature page to termination agreement ] | 953 |
termination | exhibit 10. 1 termination agreement of “ exclusive business cooperation agreement, ” “ exclusive option agreement, ” “ share pledge agreement, ” “ timely reporting agreement, ” and “ powers of attorney ” this termination agreement ( the “ agreement ” ) is signed between the following parties ( the “ parties ” ) on june 25, 2020 in shenzhen. ( 1 ) hao limo technology ( beijing ) co., ltd. ( the “ hao limo ” ), a wholly foreign owned company incorporated in china. the address is no. 2 building no. 2 yard, qing he ying east road, chaoyang district, beijing ; ( 2 ) shenzhen huamucheng trading co., ltd. ( “ huamucheng ” ), a company incorporated in and under the law of china. the address is tianxin community, sha tou jiao street, yantian district, shenzhen. whereas : ( 1 ) the parties executed the “ exclusive business cooperation agreement, ” “ exclusive option agreement, ” “ share pledge agreement, ” “ timely reporting agreement, ” and “ powers of attorney ” ( collectively, the “ vie agreements ” ) on november 22, 2019. ( 2 ) the parties intend to terminate the vie agreements. both parties agree : 1. the termination of vie agreements 1. 1 all vie agreements are terminated ; 1. 2 both parties shall not have rights or bear obligation against each other. the outstanding clauses are not enforceable. 2. the effective of the agreement 2. 1 the agreement is binding to the parties upon executed ; 2. 2 hao limo shall pay huamucheng the repurchase amount of [ 0 ] within [ 3 ] days after the agreement is executed. 3. confidential 3. 1 without any written consent, any party shall not disclose any terms, performance, execution regarding the agreement, and any other information related to the parties ’ affiliates to the third parties ( except legal, compliance, governmental, securities exchange, any other applicable governmental agencies, and both parties ’ legal counsel, accountant, business advisors, and authorized staffs ). however, the preceding sentence shall not apply to foreign investors for the purpose of foreign transactions. 3. 2 the confidential clause of this agreement shall remain effective and binding during the effective of this agreement and for two years after the termination of this agreement. 1 1 4. liability for breach of the agreement 4. 1 liquidated damages. the non - conforming party shall pay the liquidated damages to the conforming party if the | 954 |
termination | exhibit c termination letter may 5, 2015 mr. delbert humenik 2200 w. airfield drive p. o. box 619810 dfw airport, tx 75261 dear del : please find attached a description of the payments and benefits that are due to you upon the termination of your employment with the company. these amounts and the timing of such payments are subject to the terms and conditions of their respective plans and your separation agreement and release. amounts payable to you may be subject to section 409a of the internal revenue code of 1986, as amended ( “ 409a ” ), including, but not limited to, the cash severance and other benefits described in the materials included here. any payments found to be subject to 409a must be delayed until a date that is at least six ( 6 ) months later than your last day worked at the company. failure to comply with the delayed payment requirement may result in the imposition of an additional 20 % tax applied to amounts subject to 409a, in addition to your ordinary, applicable employment and income taxes. you would be solely responsible for the payment of any taxes arising under 409a. as you know, benefits that are offered pursuant to the dex media, inc. severance plan - executive vice presidents and above are subject to your proper execution of the separation agreement and release. sincerely, / s / debra m. ryan debra m. ryan evp, human resources 2200 west airfield dr., tx 29, p. o. box 619810, d / fw airport, tx 75261, dexmedia. com | 955 |
termination | exhibit 10. 1 exhibit 10. 1 assignment of participation interest and termination of participation agreement this assignment of participation interest and termination of participation agreement ( this “ agreement ” ) is made as of the 7th day of april, 2021 by and among rego ii borrower llc, a delaware limited liability company, with a place of business at c / o alexander ’ s, inc., 210 route 4 east, paramus, new jersey 07652 ( “ rego ii ” ), in its capacity as the a - 2 holder under the participation agreement ( as defined below ) ( the “ a - 2 holder ” ), rego ii, in its capacity as borrower under the loan agreement ( as defined below ) ( the “ borrower ” ), bank of china, new york branch, with a place of business at 7 bryant park, 1045 avenue of the americas, 13th floor, new york, new york 10018 ( “ boc ” ), in its capacity as the a - 1 holder under the participation agreement ( the “ a - 1 holder ” ) and boc, in its capacity as lender under the loan agreement ( the “ lender ” ). w i t n e s s e t h : whereas, to refinance the existing indebtedness secured by certain land and improvements located at 61 - 35 junction boulevard, queens, new york ( the “ mortgaged property ” ), lender agreed to provide borrower with a loan in the original principal amount of two hundred fifty - two million five hundred forty - three thousand six hundred six and 53 / 100 dollars ( $ 252, 543, 606. 53 ) ( the “ loan ” ) pursuant to the terms of a that certain amended and restated loan and security agreement between boc and borrower dated as of december 12, 2018 ( as heretofore amended and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “ loan agreement ” ) ; whereas, the loan is evidenced by that certain second amended and restated promissory note, dated as of december 12, 2018 in the original principal amount of two hundred fifty - two million five hundred forty - three thousand six hundred six and 53 / 100 dollars ( $ 252, 543, 606. 53 ) ( the “ note ” ) and secured by, among other things, that second amended and restated mortgage, assignment of leases and rents and security agreement | 956 |
termination | dated 8, july, 2020argo group international holdings limitedandaxel schmidttermination and settlement agreementgq | littler21 ironmonger lanelondon ec2v 8eytel : 0203 # # # - # # # - # # # # gqlittler. com dated 8, july, 2020argo group international holdings limitedandaxel schmidttermination and settlement agreementgq | littler21 ironmonger lanelondon ec2v 8eytel : 0203 # # # - # # # - # # # # gqlittler. com dated 8, july, 2020 argo group international holdings limitedandaxel schmidt argo group international holdings limited and axel schmidt termination and settlement agreement gq | littler21 ironmonger lanelondon ec2v 8eytel : 0203 # # # - # # # - # # # # gqlittler. com gq | littler 21 ironmonger lane london ec2v 8ey tel : 0203 # # # - # # # - # # # # gqlittler. com termination and settlement agreement this agreement is made on 8, july, 2020 between : 1. argo group international holdings ltd, a company incorporated in bermuda and having its registered office at clarendon house, 2 church street, hamilton hm 11, bermuda ( the “ employer ” ) ; and argo group international holdings ltd 2. axel schmidt ( the “ employee ” ). axel schmidt it is agreed that : 1. definitions definitions “ additional benefits ” means the benefits set out in clause 4 ; “ adviser ” means will clift of winckworth sherwood llp, who is a relevant independent adviser for the purposes of section 203 of the employment rights act 1996 ; “ confidential information ” has the same meaning as set out in the contract of employment ; “ contract of employment ” means the terms and conditions on which the employee was employed by the employer and / or a group company, including the employment agreement, dated 12 may 2014 ; “ copies ” means copies or records of any confidential information in whatever form ( including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located ) including, without limitation, extracts, analysis, studies, plans, compilations or any other way of representing or recording and recalling information which contains, reflects or is derived or generated from confidential information ; | 957 |
termination | exhibit 10. 63 termination amendment for the energizer holdings, inc. executive health plan for retired employees energizer holdings, inc. ( the " company " ) established the energizer holdings, inc. executive health plan ( the " plan " ), effective as of april 1, 2000, to provide medical, dental and vision benefits for eligible employees and their eligible dependents and eligible retirees. the plan was amended and restated in its entirety effective as of march 28, 2003. by resolution of the compensation committee, the plan was frozen to new participants effective as of october 9, 2006. the plan was amended and restated effective as of january 1, 2009. the plan was amended effective as of january 1, 2011 to create a separate stand - alone plan for retired employees called the energizer holdings, inc. executive health plan for retired employees ( " retiree plan " ). the retiree plan was further amended by a clarifying amendment to memorialize the october 9, 2006 compensation committee resolution freezing participation in the plan. the energizer plans administrative committee appointed by the company ( " epac " ) is authorized to amend the retiree plan at any time as it may deem appropriate. epac now wishes to amend the retiree plan to terminate coverage under the retiree plan and the corresponding stand - alone executive health plan for active colleagues effective as of december 31, 2012. now, therefore, the retiree plan is amended effective as of december 31, 2012, as follows : 1. the retiree plan is terminated effective as of the close of business on december 31, 2012. 2. covered expenses of a covered individual incurred prior to january 1, 2013 shall be processed in accordance with the terms of the retiree plan prior to the date of its termination. in no event shall the covered expenses of a covered individual incurred after december 31, 2012 be paid under the retiree plan or the stand - alone executive health plan for active employees. 55959811 5595981 1 in witness whereof, epac has caused this termination amendment for the retiree plan to be executed on behalf of the company this 11th day of september, 2012. energizer holdings, inc. by : / s / peter j. conrad name : peter j. conrad title : vice president, human resources energizer holdings, inc. by : / s / peter j. conrad name : peter j | 958 |
termination | exhibit 10. 1 december 30, 2021 via email and courier biosight ltd. 3 hayarden st., airport city p. o. b 1083 lod # # # - # # # - # # # # israel e - mail : * * * @ * * * attention : dr. ruth ben yakar dear ruth : i am writing in connection with the agreement and plan of merger and reorganization, dated as of july 4, 2021, among advaxis, inc., advaxis, ltd., and biosight ltd ( the “ agreement ” 1 ). as you know, at the second reconvened advaxis stockholders ’ meeting, advaxis ’ stockholders did not approve proposal 2 relating to the reverse split, which was necessary for advaxis to issue the merger consideration to the biosight shareholders. accordingly, the advaxis stockholder approval, which was a condition to the obligations of each party under the agreement, was not obtained. because the advaxis stockholder approval was not obtained, advaxis hereby terminates the agreement pursuant to section 9. 1 ( b ) ( iv ) of the agreement, effective immediately. we regret that advaxis and biosight were unable to conclude the transactions, but we look forward to opportunities to work with biosight in the future. very truly yours, advaxis, inc. by : / s / kenneth a. berlin name : kenneth a. berlin title : chief executive officer by : / s / kenneth a. berlin by : / s / kenneth a. berlin name : kenneth a. berlin name : kenneth a. berlin title : chief executive officer title : chief executive officer copies to : white & case llp 3000 el camino real, 2 palo alto square, suite 900 palo alto, ca # # # - # # # - # # # # telephone no. : + 1 # # # - # # # - # # # # e - mail : * * * @ * * * attention : tali sealman white & case llp 1221 avenue of the americas new york, ny 10020 - 1095 telephone no. : + 1 # # # - # # # - # # # # e - mail : * * * @ * * * attention : colin diamond horn & co. law offices amot investments tower, 24th floor 2 weizmann st., tel - | 959 |
termination | call option termination agreement dated as of june 29, 2017between ezcorp, inc. and ubs ag, london branch call option termination agreement dated as of june 29, 2017between ezcorp, inc. and ubs ag, london branch call option termination agreement dated as of june 29, 2017between ezcorp, inc. and ubs ag, london branch call option termination agreement dated as of june 29, 2017 call option termination agreement dated as of june 29, 2017 between ezcorp, inc. and ubs ag, london branch between ezcorp, inc. and ubs ag, london branch this call option termination agreement ( this “ agreement ” ) with respect to the call option confirmations ( as defined below ) is made as of june 29, 2017, between ezcorp, inc. ( “ company ” ) and ubs ag, london branch ( “ dealer ” ). whereas, company issued $ 200, 000, 000 principal amount of 2. 125 % cash convertible senior notes due 2019 ( the “ convertible notes ” ), and another $ 30, 000, 000 principal amount of convertible notes in connection with the initial purchasers ’ option to purchase additional convertible notes ( the “ additional notes ” ), in each case, pursuant to an indenture dated as of june 23, 2014 between company and wells fargo bank, national association, as trustee ; whereas, in connection with the pricing of the convertible notes, company and dealer entered into a base call option transaction ( the “ base call option transaction ” ) pursuant to a letter agreement re : call option transaction dated as of june 17, 2014 confirming the terms of a call option transaction ( as amended, modified, terminated or unwound from time to time, the “ base call option confirmation ” ) ; whereas, in connection with the additional notes, company and dealer entered into an additional call option transaction ( the “ additional call option transaction ” and, together with the base call option transaction, the “ call option transactions ” ) pursuant to a letter agreement re : additional call option transaction dated as of june 27, 2014 confirming the terms of an additional call option transaction ( as amended, modified, terminated or unwound from time to time, the “ additional call option confirmation ” and, together with the base call option confirmation, the “ call option confirmations ” ) ; whereas, in connection with a repurchase by company of 35, 000 convertible notes in $ | 960 |
termination | exhibit 10. 2 termination of license agreement ucsd control # 2008 - 03 - 0536 this termination agreement ( “ termination agreement ” ) is made by and between navidea biopharmaceuticals, inc., a delaware corporation having an address at 5600 blazer parkway, suite 200, dublin, oh 43017 - 1367 ( “ licensee ” ) and the regents of the university of california, a california corporation having its statewide administrative offices at 1111 franklin street, oakland, california # # # - # # # - # # # # ( “ university ” ), represented by its san diego campus having an address at university of california, san diego, technology transfer office, mail code 0910, 9500 gilman drive, la jolla, california 92093 - 0910 ( “ ucsd ” ). this termination agreement is effective on the date of the last signature ( “ effective date ” ). recitals whereas, licensee previously entered a license agreement, ucsd control # 2008 - 03 - 0536 effective april 9, 2008, as neoprobe corporation for the commercial development of the invention disclosed in ucsd disclosure docket no. sd1998 - 088 and titled “ macromolecular carrier for drug and diagnostic agent delivery ” made in the course of research at ucsd by dr. david vera. whereas, licensee changed its name from neoprobe corporation to navidea biopharmaceuticals, inc. effective january 5, 2012. whereas, licensee and university both desire, for their mutual benefit, to terminate the agreement ucsd control # 2008 - 03 - 0536 effective as of the effective date. now, therefore, the licensee and university thereby agree to terminate agreement ucsd control # 2008 - 03 - 0536 and further agree that the only provisions of that agreement that shall survive termination are : paragraph 7. 4 ( disposition of licensed products on hand ) ; paragraph 8. 1 ( c ), and 8. 1 ( d ) ( limited warranty ) ; paragraph 8. 2 ( indemnification ) ; article 9 ( use of names and trademarks ) ; paragraph 10. 2 ( secrecy ) ; and paragraph 10. 6 ( governing laws ). in witness whereof, both university and licensee have executed this termination agreement, in duplicate originals, by their respective and duly authorized officers on the day and year written. navidea biopharmace | 961 |
termination | instrument of termination of the employment agreement and other covenants this instrument of termination of the employment agreement and other covenants is entered into by and between : nextel telecomunicacoes ltda., a limited liability company with headquarters in the city of sao paulo, state of sao paulo, at rua bela cintra, nr. 1196, enrolled with the corporate taxpayer's registry ( “ cnpj / mf ” ) under nr. 66. 970. 229 / 0057 - 11, hereby represented in accordance with its articles of association, hereinafter referred to as “ nextel ”, and, on the other side, sergio borges chaia, brazilian, married, businessman, holder of id nr., enrolled with the individual taxpayer registry ( “ cpf / mf ” ) under nr., residing in the city of sao paulo, state of sao paulo, hereinafter referred to as “ employee ”, being nextel and employee hereinafter together referred to as “ parties ”, and individually as “ party ” ; and, furthermore, as intervening and consenting party, nextel telecomunicacoes s. a., a controlling quotaholder of nextel, with headquarters at alameda santos, nr. 2356, 7th floor, in the city of sao paulo, state of sao paulo, enrolled with cnp / mf under nr. 00. 169. 369 / 0001 - 22, hereinafter referred to as “ nextel s. a. ”. whereas : ( i ) on january 16th, 2007, the parties executed a fixed term private instrument of employment agreement and on an experimental basis ( “ employment agreement ” ), which, in accordance to its clause eight, sole paragraph, has become valid for undetermined term ; ( i ) ( i ) on january 16th, 2007, the parties executed a fixed term private instrument of employment agreement and on an experimental basis ( “ employment agreement ” ), which, in accordance to its clause eight, sole paragraph, has become valid for undetermined term ; on january 16th, 2007, the parties executed a fixed term private instrument of employment agreement and on an experimental basis ( “ employment agreement ” ), which, in accordance to its clause eight, sole paragraph, has become valid for undetermined term ; ( ii ) in addition to the employment agreement, it was signed by the parties a non - disclosure agreement | 962 |
termination | exhibit 10. 42 termination agreement of investment agreement party a ( investor ) : hongyi industry group co., ltd. address : no. 16, building 1, no. 9, gaoshengqiao, wuhou district, chengdu city legal representative : liu zhihong contact number : 13880757266 party b 1 ( shareholder 1 of target company ) : name : hunan ruixi financial leasing co., ltd. address : no. 723, building 3a, jinke times center, xiangyang road, changsha economic and technological development zone legal representative : li xianglong contact number : 0731 - 85576087 party b 2 ( shareholder 2 of target company ) : name : chen xiaoliang id card no. : 330727198705232217 address : no. 135, xichan village, renchuan town, pan ’ an county, zhejiang province contact number : 15828082558 name : chen xiaoliang id card no. : 330727198705232217 name : chen xiaoliang id card no. : 330727198705232217 address : no. 135, xichan village, renchuan town, pan ’ an county, zhejiang province contact number : 15828082558 address : no. 135, xichan village, renchuan town, pan ’ an county, zhejiang province contact number : 15828082558 party b 3 ( shareholder 3 of target company ) : name : yang xi id card no. : 522426198609164722 address : no. 31, group 13, fangbei village, nanquan town, shifang city, sichuan province contact number : 13730811113 name : yang xi id card no. : 522426198609164722 name : yang xi id card no. : 522426198609164722 address : no. 31, group 13, fangbei village, nanquan town, shifang city, sichuan province contact number : 13730811113 address : no. 31, group 13, fangbei village, nanquan town, shifang city, sichuan province contact number : 13730811113 party b 4 ( shareholder 4 of target company ) : chengdu simushi technology co., ltd. address : no. 1 | 963 |
termination | exhibit 10. 40 termination agreement this agreement ( this “ agreement ” ) is made this 31st day of january 2008 by and between : ( 1 ) aleksandr rodnyansky, a resident of the russian federation, registered at 221, “ nikolino ” complex, tagankovo 7, 2 - e uspenskoe shosse, odintsovsky district, moscow region, russian federation, passport ch 316475, issued by pechersk ru gu mvs of ukraine in the city of kyiv on november 19, 1996 ( “ rodnyansky ” ) ; ( 2 ) boris fuchsmann, a citizen of germany, residing at peter - roos - strasse 10, 40547 dusseldorf, germany, passport pd 500449454, issued on 18 july 2005 ( “ fuchsmann ” ) ; ( 3 ) international teleservices ltd., a company organized under the laws of belize with its registered address at morgan & morgan trust corporation ( belize ) limited, 35a region street, city of belize, belize ( together with any subsidiary or affiliate thereof, “ its ”, and together with rodnyansky and fuchsmann, the “ rf participants ” ) ; ( 4 ) central european media enterprises ltd., a company organized under the laws of bermuda with its registered address at clarendon house, 2 church street, hm 11, hamilton, bermuda ( “ cme ltd. ” ) ; ( 5 ) cme media enterprises b. v., a company organized under the laws of the netherlands, located at : dam 5b, 1012 js amsterdam, the netherlands ( “ cme bv ” ) ; ( 6 ) cme ukraine holding gmbh, an indirect wholly - owned subsidiary of cme bv organized and existing under the laws of austria, located at wagramer str. 19, 19. stock, 1220 wien, austria ( “ cme ukraine holding ” ) ; ( 7 ) cet 21 s. r. o., a company incorporated under the laws of the czech republic, located at : krizeneckeho nam. 1078 / 5, psc 152 00 prague, czech republic, registered in the commercial register of the commercial court of prague, part c, register - no. 10581 ( “ cet 21 ” ) ; ( 8 ) ukrainian media services llc, a limited liability company organized and existing under the laws of ukraine, identification code no. 3360007 | 964 |
termination | exhibit 10. 7 march 10, 2014 dr. zvi yaniv president and chief operating officer applied nanotech holdings, inc. 3006 longhorn boulevard, suite 107 austin, texas 78758 dear zvi, as you know, the board of applied nanotech holdings, inc. ( the “ company ” ) has approved today the agreement and plan of merger and exchange ( the “ merger agreement ” ) by and among the company, nanomerger sub inc., pen inc., nanoholding inc. and carl zeiss, inc.. if the transactions contemplated by that merger agreement become effective with the company merging into pen, inc. ( “ pen ” ), you agree that at the closing you and pen and its subsidiaries, as applicable, will execute and deliver the following documents : 1. termination of employment agreement and mutual releases in the form attached to this letter as annex a ; 1. termination of employment agreement and mutual releases in the form attached to this letter as annex a ; 1. 2. letter agreement regarding continued employment attached as annex b ; 2. letter agreement regarding continued employment attached as annex b ; 2. 3. restricted stock agreement attached as annex c ; 3. restricted stock agreement attached as annex c ; 3. 4. piggyback registration rights agreement attached as annex d ; and 4. piggyback registration rights agreement attached as annex d ; and 4. 5. form of confidentiality agreement executed by all employees of pen. 5. form of confidentiality agreement executed by all employees of pen. 5. in addition, on the closing date, the company ( or its successor ) will enter into a services agreement in the form attached as annex e with a service company that you identify. your stock options, along with other options of the company, will not be affected by the mergers. you will agree to amend your convertible note and convert it to stock of pen on terms substantially the same as those agreed to by the other non - employee noteholders who hold similar notes. you have indicated that you plan to continue to follow the direction of the company ’ s board of directors with respect to the transactions described in the merger agreement and the implementation of any board approved budget and other matters. however, you are authorized and requested to work with scott rickert and any others associated with nanofilm that he may identify in order to help them better understand the technology of the company and its subsidiaries and potential applications of that technology to products that can be developed by the | 965 |
termination | exhibit 10. 16 [ propanc health group letterhead ] june 6, 2011 via email and federal express churchill and associates, llc 191 peachtree street, suite 3300 atlanta, georgia 30303 attention : mr. chris smith re : termination of investment banking & listing agreements, dated august 3, 2010 and september 16, 2010 ( collectively, the “ agreements ” ) dear chris : despite our numerous efforts over the past several weeks relative to formulating a revised go forward plan, we feel as though we will not be able to reach a mutually agreeable understanding with churchill and associates ( “ c and a ” ). accordingly, we are hereby terminating the above - referenced agreements for several reasons, including, but not limited to, lack of performance by c and a, objectionable provisions from a regulatory perspective relative to the payment of fees to c and a, and the potential misuse of funds provided for acquisitions. we have made it clear to you that propanc cannot proceed with the agreements as currently executed for several reasons. specifically, based on discussions with our attorneys, the agreements contain potential regulatory issues, which were not made aware to us at the time of signing, that would impact not only propanc but c and a as well. our attorneys feel that these issues would also create heightened scrutiny from the u. s. securities and exchange commission and the financial industry regulatory authority, which could ultimately delay and / or derail our registration statement and 15c2 - 11 filings. our attorneys attempted to speak with you about this but to no avail. in order to continue our relationship with c and a, as you know, we proposed amended and restated agreements remedying the issues contained in the agreements. notwithstanding, you rejected this suggestion and requested that we enter into a separate, third agreement which contained the same objectionable provisions. further, we still have not received any indication as to the status of the $ 400, 000 propanc remitted to c and a for potential acquisitions. this money was to be kept separate from c and a ’ s fees and any misuse of these funds is deemed to be a material default under the agreement. again, can you please let us know the status of these funds. we have attempted to work through these issues with c and a but to no avail. we wish you the best with your future endeavors. sincerely yours, propanc health group corporation by : / s / james nathanielsz james nathanielsz, | 966 |
termination | exhibit 4. 4. 2 ( multicurrency — cross border ) schedule to the 2002 isda master agreement dated as of [ _ _ _ _ _ _ ] [ _ _ ], 2008 between macroshares major metro housing up trust ( " party a " ) and macroshares major metro housing down trust ( " party b " ) part 1 termination provisions ( a ) " specified entity " means : not applicable ( b ) " specified transaction " shall have the meaning specified in section 14 of this agreement. ( c ) events of default and termination events. the following events of default and termination events shall apply to party a and party b as set forth below : event of default / termination event applies to party a applies to party b section 5 ( a ) ( i ) payment default no no section 5 ( a ) ( ii ) breach of agreement no no section 5 ( a ) ( iii ) credit support default no no section 5 ( a ) ( iv ) misrepresentation no no section 5 ( a ) ( v ) default under specified transaction yes yes section 5 ( a ) ( vi ) cross default no no section 5 ( a ) ( vii ) bankruptcy yes yes section 5 ( a ) ( viii ) merger without assumption no no section 5 ( b ) ( i ) illegality yes yes section 5 ( b ) ( ii ) tax event no no section 5 ( b ) ( iii ) tax event upon merger no no section 5 ( b ) ( iv ) credit event upon merger no no section 5 ( b ) ( v ) additional termination events no no event of default / termination event event of default / termination event applies to party a applies to party a applies to party b applies to party b section 5 ( a ) ( i ) payment default no no section 5 ( a ) ( ii ) breach of agreement no no section 5 ( a ) ( iii ) credit support default no no section 5 ( a ) ( iv ) misrepresentation no no section 5 ( a ) ( v ) default under specified transaction yes yes section 5 ( a ) ( vi ) cross default no no section 5 ( a ) ( vii ) bankruptcy yes yes section 5 ( a ) ( viii ) merger without assumption no no section 5 ( b ) ( i ) illegality yes yes section 5 ( b ) ( ii ) tax event no no section 5 ( b ) ( iii ) tax event upon merger no no section 5 ( b ) ( iv ) credit event upon merger no no | 967 |
termination | alternative asset management acquisition corp. : by : / s / paul d. lapping name : paul d. lapping title : chief financial officer and secretary halcyon management group llc : by : / s / thomas p. hirschfeld name : thomas p. hirschfeld title : authorized person halcyon partners lp : by : halcyon partners gp llc, its general partner by : / s / thomas p. hirschfeld name : thomas p. hirschfeld title : authorized person halcyon employees lp, solely in its capacity as the halcyon representative : by : halcyon employees gp llc, its general partner by : / s / thomas p. hirschfeld name : thomas p. hirschfeld title : authorized person halcyon asset management llc : by : / s / thomas p. hirschfeld name : thomas p. hirschfeld title : chief operating officer and managing principal halcyon offshore asset management llc : by : / s / thomas p. hirschfeld name : thomas p. hirschfeld title : chief operating officer and managing principal halcyon structured asset management lp : by : / s / thomas p. hirschfeld name : thomas p. hirschfeld title : chief operating officer and managing principal halcyon asset - backed advisors lp : by : / s / thomas p. hirschfeld name : thomas p. hirschfeld title : chief operating officer and managing principal halcyon loan investors lp : by : / s / thomas p. hirschfeld name : thomas p. hirschfeld title : chief operating officer and managing principal | 968 |
termination | exhibit no. 10. 36 – form of special termination agreement, as amended, between maf bancorp, inc., and kenneth rusdal and various officers. the attached special termination agreement dated april 27, 1993, as amended, between maf bancorp, inc. and kenneth rusdal is substantially identical in all material respects ( except as otherwise noted below ) with the other executive officer contracts listed below which are not being filed. by action of the board of directors of maf bancorp, inc., the term of each of these agreements has been extended to december 31, 2006. parties to special termination agreement : maf bancorp, inc. and gerard j. buccino maf bancorp, inc. and michael j. janssen maf bancorp, inc. and david w. kohlsaat maf bancorp, inc. and william haider maf bancorp, inc. and thomas miers maf bancorp, inc. and sharon wheeler maf bancorp, inc. and mary christine roberg ( 1 ) maf bancorp, inc. and james allen ( 1 ) ( 2 ) ( 1 ) the provisions contained in section 3 ( f ) of the amended agreement under the heading “ effect of certain accounting rules ” are not included in the agreement of mary christine roberg or james allen. ( 2 ) in determining the termination benefits under the agreement, section 3 ( a ) of mr. allen ’ s agreement provides that the base salary and annual incentive plan payments for any portion of the preceding three - year period during which executive was not employed by the bank shall be based on executive ’ s 2001 base salary and annual incentive plan bonus earned for 2001. maf bancorp, inc. special termination agreement this agreement is made effective as of april 27, 1993 by and between maf bancorp, inc. ( the “ holding company ” ), a corporation organized under the laws of the state of delaware, with its office at 55th & holmes streets, clarendon hills, illinois, and kenneth rusdal ( the “ executive ” ). the term “ bank ” refers to mid america federal savings bank, the wholly - owned subsidiary of the company. whereas, the holding company recognizes the substantial experience and abilities of the executive and the holding company wishes to protect his position therewith for the period provided in this agreement ; and whereas, executive has been elected to, and has agreed to serve as an executive of the holding company and in | 969 |
termination | exhibit 10. 01 leapfrog enterprises, inc. amended and restated 2002 equity incentive plan adopted : may 24, 2002 approved by stockholders : july 19, 2002 amended and restated : april 20, 2004 amendment and restatement approved by stockholders : june 10, 2004 amended and restated : march 27, 2006 amendment and restatement approved by stockholders : june 16, 2006 amended and restated : february 28, 2007 amendment and restatement approved by stockholders : may 1, 2007 amended and restated : june 4, 2009 amendment and restatement approved by stockholders : august 26, 2009 amended and restated : april 28, 2010 termination date : may 23, 2012 purposes. ( a ) eligible stock award recipients. the persons eligible to receive stock awards are the employees, directors and consultants of the company and its affiliates ; provided, however, that notwithstanding the foregoing, the employees, directors and consultants of a parent shall not be eligible to receive any stock awards under the plan. ( b ) available stock awards. the purpose of the plan is to provide a means by which eligible recipients of stock awards may be given an opportunity to benefit from increases in value of the class a common stock through the granting of the following stock awards : ( i ) incentive stock options, ( ii ) nonstatutory stock options, ( iii ) stock bonuses, ( iv ) rights to acquire restricted stock, ( v ) restricted stock unit awards, and ( vi ) stock appreciation rights. ( c ) general purpose. the company, by means of the plan, seeks to retain the services of the group of persons eligible to receive stock awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the company and its affiliates. ( d ) establishment. this plan is a complete amendment and restatement of the company ’ s stock option plan that was previously adopted effective september 25, 1997. any stock awards granted prior to the effective date of this amended and restated plan shall be governed by the terms of the plan as in effect at the time such stock awards were granted. the company shall submit this amended and restated plan for stockholder approval and shall also seek stockholder approval to extend the term of the plan to the day before the tenth ( 10th ) anniversary of the date the amended and restated plan is adopted by the board or approved by the stockholders of the | 970 |
termination | exhibit 10. 9 execution copy mill river investment company no. 10 - 37c, lane one, weifang west road, pudong district, shanghai china 200122 telephone number : 8621 - 5888 232 dated as of october 30, 2019 greenvision acquisition corp. no. 10 - 37c, lane one, weifang west road, pudong district, shanghai china 200122 attn. : zhigeng fu, chief executive officer re : administrative services agreement gentlemen : reference is made to that certain administrative services agreement dated as of october 1, 2019 between greenvision acquisition corp. and mill river investment company. this letter shall confirm our mutual agreement that the administrative services agreement has been terminated in full as of october 30, 2019 without any further obligation of either party and without liability of greenvision acquisition corp. to mill river investment company. very truly yours, mill river investment company by : / s / qi ye accepted and agreed : qi ye, president very truly yours, very truly yours, mill river investment company mill river investment company by : / s / qi ye by : / s / qi ye accepted and agreed : qi ye, president qi ye, president greenvision acquisition corp. by : / s / zhigeng fu zhigeng ( david ) fu, chief executive officer greenvision acquisition corp. greenvision acquisition corp. by : / s / zhigeng fu by : / s / zhigeng fu zhigeng ( david ) fu, chief executive officer zhigeng ( david ) fu, chief executive officer | 971 |
termination | exhibit 10. 1 united states of america department of the treasury office of the comptroller of the currency termination of the amended consent order by and between solera national bank, lakewood, colorado and the comptroller of the currency whereas, in an effort to protect the depositors, other customers and shareholders of solera national bank, lakewood, colorado ( “ bank ” ), and to ensure the bank ’ s operation in accordance with safe and sound banking practices and all applicable laws, rules, and regulations, the bank and the comptroller of the currency of the united states of america ( “ comptroller ” ), entered into an amended consent order, dated december 16, 2010 ; and whereas, the comptroller believes that the protection of the depositors, other customers and shareholders of the bank, as well as its safe and sound operation, no longer require the continued existence of the aforementioned amended consent order ; now, therefore, the comptroller directs that the amended consent order dated december 16, 2010, be, and it hereby is, terminated. in testimony whereof, the undersigned, designated by the comptroller as his authorized representative, has hereunto set his hand. / s / gary d. tekolste 6 - 29 - 12 gary d. tekolste date assistant deputy comptroller denver field office / s / gary d. tekolste / s / gary d. tekolste 6 - 29 - 12 6 - 29 - 12 gary d. tekolste gary d. tekolste date date assistant deputy comptroller assistant deputy comptroller denver field office denver field office | 972 |
termination | exhibit 10. 7 termination of international services contract between : swiss water tech ( the service provider " ), a corporation organized and existing under the laws of the neuchatel switzerland, with its head office located at : puits godet 6a - 2000 neuchatel switzerland. and : eurosport active world corp ( eawc technologies ) ( the customer ), a corporation organized and existing under the laws of the miami florida, with its head office located at : 2000 ponce de leon blvd., 6th floor - 33134 miami florida usa. reference is made to the section 13. termination of contract ; point ( b ) default of important obligations, in particular the payment within the agreed period of time ; and as indicated in this section the person responsible for the service provider, ms. ana beatriz dominguez organero, would be no longer employed by the company acting as service provider. as per the international service contract signed on march 1st 2013, by both parties. on light of these exceptional circumstances, both parties agreed on the termination of the contract effectively from the 31st december 2016. the service provider agreed that the open balance proceed to be paid with eawd shares at the value of 1 usd per share and certificate should be issued not later then july 1st, 2017. the detailed open balance for the eawc account until december 31st 2016 would be provided to the customer, by the first week of january 2017. the service provider reserve its legal rights to proceed accordingly in searching for compensation for damages caused by the default of customer's obligation. the applicable law and competent jurisdiction on this agreement prevails in the courts of switzerland. both parties declare their conformity to the present termination agreement, which is signed, on two copies, each of which is consider as original. neuchatel, november 1st, 2016 service provider customer service provider service provider customer customer | 973 |
termination | termination agreement and release this termination agreement and release ( the “ agreement ” ) is by and between h. davis thames ( “ mr. thames ” ) and cheniere energy, inc. ( “ cheniere ” ), a delaware corporation having its principal place of business in houston, texas. witnesseth : whereas, pursuant to the cheniere energy, inc. 2011 restricted stock plan grant, dated august 9, 2012, by and between cheniere and mr. thames ( the “ 2012 restricted stock grant ” ), cheniere granted to mr. thames 500, 000 shares of common stock, subject to vesting and the other terms and conditions described in the 2012 restricted stock grant and the cheniere energy, inc. 2011 incentive plan ( the “ incentive plan ” ), of which 225, 000 shares have vested and 275, 000 shares remain unvested ( the “ 2012 unvested restricted stock ” ) ; whereas, pursuant to the cheniere energy, inc. long - term commercial cash award, dated august 9, 2012, between cheniere and mr. thames ( the “ 2012 cash award ” ), cheniere awarded to mr. thames a cash bonus in the amount of $ 3, 000, 000 as a long - term commercial cash award, subject to vesting and the other terms and conditions of the cheniere energy, inc. 2011 - 2013 bonus plan ( the “ bonus plan ” ) and the 2012 cash award, of which $ 1, 200, 000 have vested and $ 1, 800, 000 remain unvested ( the “ 2012 unvested cash ” ) ; whereas, pursuant to the cheniere energy, inc. 2011 restricted stock plan grant, dated february 18, 2013, between cheniere and mr. thames ( the “ 2013 restricted stock grant ” ), cheniere granted to mr. thames 900, 000 shares of common stock, subject to vesting and the other terms and conditions described in the 2013 restricted stock grant and the incentive plan, of which 480, 000 shares have vested and 420, 000 remain unvested ( the “ 2013 unvested restricted stock ” ) ; whereas, effective as of january 14, 2014, ( i ) mr. thames ceased to serve as the senior vice president and chief financial officer of cheniere, ( ii ) mr. thames ceased to serve as the senior vice president and chief financial officer and a director of cheniere energy partners gp, llc and ( iii ) mr. thames ceased to serve as the | 974 |
termination | exhibit 10. 41 march 29, 2022 via email and courier medesole healthcare and trading private limited door no. 5 / 639 q city gate building, mini bypass, eranhippalam kozhikode, kerela 673006 india attention : mr. sameer abdullah, ceo re : termination of joint venture agreement dated january 3, 2020 dear mr. abdullah : we refer to the ongoing discussion between you and our mr. pressly ahammed ending with your email dated january 6, 2022, relating to medesole ’ s inability to fulfil its obligations under the joint venture agreement dated january 3, 2020 ( “ jv agreement ” ) executed between invo bioscience inc., and medesole healthcare and trading private limited. since medesole has now confirmed its inability to complete the proper formation of the jv company in 60 days and establish the first invo center within one year ’ s time, these constitute material defaults under the jv agreement. accordingly, please be informed that invo bioscience, inc., hereby exercises its right under article 10 ( 4 ) ( i ) of the jv agreement and hereby gives medesole notice of termination of the jv agreement effective immediately. accordingly, we request you to immediately take steps to remove the name of invo bioscience from the name of the company formed by you and to stop using the invo bioscience name in any other manner that you may have been using it till date. this termination is without prejudice to any of the rights and remedies available to invo bioscience, all of which are expressly reserved. for invo bioscience inc. / s / steven shum steven shum ceo for invo bioscience inc. for invo bioscience inc. / s / steven shum / s / steven shum steven shum steven shum ceo ceo | 975 |
termination | exhibit 10. 2 settlement agreement and mutual general release this settlement agreement and mutual general release ( this " settlement agreement " ) is dated august 30, 2022, and entered into by lifeway foods, inc. ( " lifeway " ) on the one hand and ludmila smolyansky ( " ludmila " ) on the other hand. each person or entity identified in the foregoing sentence is a " party, " and all such persons and entities are, collectively, the " parties. " recitals whereas, lifeway is an illinois corporation with its principal place of business situated in morton grove, illinois and is the leading supplier in the united states of kefir and fermented probiotic products to support the body's microbiome. in addition to its line of drinkable kefir, lifeway also produces cheese, probiotic oat milk, and a probugs line for kids ; whereas, ludmila is an individual residing in cook county illinois. ludmila is a former employee of lifeway and is presently the chairman of the board of directors of lifeway ; whereas, effective on march 14, 2016 lifeway and ludmila entered into a written agreement styled " endorsement agreement " ( the " endorsement agreement " ) whereby ludmila granted to lifeway an unlimited, perpetual, non - exclusive, worldwide right to use, reuse, publish, reproduce, perform, copy, create derivative works, exhibit, broadcast and display throughout the world her name, image and likeness in marketing materials ( as that term is defined in the endorsement agreement ) as lifeway deemed fit and / or appropriate ( the " license " ). whereas, the endorsement agreement further provides that in exchange for the license granted by ludmila to lifeway, ludmila, during her lifetime, would receive a royalty payment equal to $ 0. 02 for each lifeway product or individual item sold by lifeway during each calendar month that bears ludmila's first name, last name or other identifying personal characteristics with a cap of $ 50, 000 in any month ( the " royalty " ) ; whereas, the endorsement agreement further provides that " all undisputed royalty payments are due and payable to ludmila within thirty ( 30 ) days after the end of each calendar month for sales during the previous month ; whereas, ludmila asserts that lifeway has failed to comply with the terms of the endorsement agreement by not paying her | 976 |
termination | exhibit 10. 1 aia document a102 — 2007 agreement made as of the « 24th » day of « august » in the year « 2010 » ( in words, indicate day, month and year. ) between the owner : ( name, legal status, address and other information ) « sister schubert ’ s home made rolls, inc. » « 1105 schrock road » « p. o. box 29163 » « columbus, ohio # # # - # # # - # # # # » « attn : jeffrey l. harris, vice president — engineering » and the contractor : ( name, legal status, address and other information ) « gray construction » « 10 quality street » « lexington, kentucky 40507 » « » « » for the following project : ( name, location and detailed description ) « sister schubert ’ s roll plant expansion » « horse cave, kentucky » « » the architect : ( name, legal status, address and other information ) « msktd & associates, inc. » « 1715 magnavox way » « fort wayne, indiana 46804 » « » « » the owner and contractor agree as follows. exhibit 10. 1 aia document a102 — 2007 agreement made as of the « 24th » day of « august » in the year « 2010 » ( in words, indicate day, month and year. ) between the owner : ( name, legal status, address and other information ) « sister schubert ’ s home made rolls, inc. » « 1105 schrock road » « p. o. box 29163 » « columbus, ohio # # # - # # # - # # # # » « attn : jeffrey l. harris, vice president — engineering » and the contractor : ( name, legal status, address and other information ) « gray construction » « 10 quality street » « lexington, kentucky 40507 » « » « » for the following project : ( name, location and detailed description ) « sister schubert ’ s roll plant expansion » « horse cave, kentucky » « » the architect : ( name, legal status, address and other information ) « msktd & associates, inc. » « 1715 magnavox way » « fort wayne, indiana 46804 » « » « » the owner and contractor agree as follows. table of articles 1 the contract documents 2 the work of this contract 3 relationship of the parties 4 date of commencement | 977 |
termination | exhibit 10. 2 exhibit 10. 2 courtesy translation. in case of discrepancy, the spanish version shall prevail. carta de resolucion del contrato suscrito entre la zardoya otis, s. a. y el presidentetermination letter of the services agreement between zardoya otis, s. a. and the chairmandon bernardo calleja calle golfo de salonica, 7328033 madridmr. bernardo calleja calle golfo de salonica, 7328033 madrid27 de mayo de 2022may 27th, 2022estimado sr. calleja : como ud. conoce, las acciones de zardoya otis, s. a. ( la sociedad ) han sido excluidas de cotizacion como consecuencia de la opa lanzada por otis worldwide corporation para adquirir las acciones de la sociedad de las que no era titular. dear sr. calleja : as you know, the shares of zardoya otis, s. a. ( the “ company ” ) were delisted earlier this month when otis worldwide corporation executed the squeeze out provision to acquire the remaining interest in the company that it did not already own. le escribimos en relacion con el contrato suscrito entre ud. y zardoya otis, s. a. ( la “ sociedad ” ) el 26 de enero de 2021, modificado el 3 de febrero de 2021 ( el “ contrato ” ). con fecha de hoy, el consejo de administracion ha ratificado su nombramiento como presidente del mismo, si bien continuara como consejero no ejecutivo, lo que implica que el cargo no sera remunerado. por la presente le informamos de que, como consecuencia de la exclusion de cotizacion de la sociedad, y de acuerdo con lo aprobado en el dia de hoy por el consejo de administracion, se ha decidido resolver el contrato con efectos 31 de mayo de 2022. we are writing to you in relation to the services agreement signed between yourself and the company on january 26, 2021 | 978 |
termination | exhibit 10. 2 termination agreement 1. parties 1. 1 wihlborgs fastigheter ab ( publ ) ( “ wihlborgs ” ), corporate registration number # # # - # # # - # # # #, box 97, 201 20 malmo, sweden 1. 2 medeon fastigheter ab ( “ medeon ” ), corporate registration number 556034 - 1140, c / o wihlborgs fastigheter ab ( publ ), box 97, 201 20 malmo, sweden 1. 3 acadia pharmaceuticals inc. ( “ acadia ” ), 3911 sorrento valley boulevard, san diego ca 92121, usa 1. 4 nordsviten ab ( “ nordsviten ” ), corporate registration number # # # - # # # - # # # #, medeon science park, 205 12 malmo, sweden 2. background 2. 1 on 22 april 2004 medeon and acadia entered into a general agreement regarding inter alia the construction of premises located at the real estate “ forskaren 1 ” in malmo ( the “ general agreement ” ). medeon and nordsviten entered into a lease agreement regarding the lease of said premises ( agreement no 4881 - 20000 ) with an effective commencement date of june 1, 2005 ( the “ lease ” ). 2. 2 nordsviten has not paid rent under the lease for the period january - march 2011. consequently, the tenancy is forfeited and medeon has cancelled the lease. nordsviten has not recovered the tenancy. 2. 3 medeon has filed a petition for bankruptcy regarding nordsviten with the district court of malmo ( case number k 1159 - 11 ). bankruptcy hearings are scheduled to be held on 11 april 2011 with the district court of malmo. wihlborgs is the parent company of medeon and holds all outstanding shares in medeon. the parties have now agreed, as of april 8, 2011 ( the “ effective date ” ), as follows : 3. termination of lease and general agreement 3. 1 acadia shall pay a total amount of sek 12, 500, 000 to medeon ( the “ termination amount ” ). the payment of the termination amount shall be made as follows : a ) sek 4, 300, 000 shall be paid in cash to medeon ’ s bank account no on the effective date. b ) sek | 979 |
termination | exhibit 10. 2 purchase and sale of royalty payment stream and termination of royalty agreement this purchase and sale of royalty payment stream and termination of royalty agreement ( “ agreement ” ) is effective as of august 2, 2021 ( the “ effective date ” ), regardless of the actual date of signature, by and among carrabba ’ s italian grill, llc ( formerly carrabba ’ s italian grill, inc. ), a florida limited liability company having its principal office located at 2202 n. west shore blvd., suite 500, tampa, florida 33607 ( “ cigi ” ), osi restaurant partners, llc ( formerly osi restaurant partners, inc., formerly outback steakhouse, inc. ), a delaware limited liability company having its principal office located at 2202 n. west shore blvd., suite 500, tampa, florida 33607 ( “ osi ” ), mangia beve, inc., a texas corporation having its principal office located at 3131 argonne street, houston, texas, 77098 ( “ mbi ” ), mangia beve ii, inc., a texas corporation having its principal office located at 3131 argonne street, houston, texas 77098 ( “ mbi2 ” ), original, inc. ( formerly carrabba, inc. ), a texas corporation having its principal office located at 3131 argonne street, houston, texas 77098 ( “ ci ” ), voss, inc. ( formerly carrabba woodway, inc. ), a texas corporation having its principal office located at 3131 argonne street, houston, texas 77098 ( “ cwi ” ), john c. carrabba, iii, an individual residing in the state of texas ( “ johnny carrabba ” ), damian c. mandola, an individual residing in the state of texas ( “ damian mandola ” ) and john c. carrabba, jr., an individual residing in the state of texas ( “ john carrabba, jr. ” ). cigi, osi and founders ( as defined below ) are referred to collectively as the “ parties ” or sometimes separately as a “ party. ” capitalized terms used but not otherwise defined in this agreement shall have the respective meanings given to such terms in the royalty agreement. recitals whereas, cigi, osi and founders are parties | 980 |
termination | exhibit 10. 36 exhibit 10. 36 attachment b relocation payback agreement effective date of transfer 12 / 8 / 08 i, jeffrey j. kyle agree to pay back relocation expenses in accordance with the following guidelines : termination within 24 months of accepting new assignment if i voluntarily terminate employment or i am involuntarily terminated within the first two years after the transfer date ( defined as the commencement of salary at the destination location ), i will repay all relocation benefits previously paid by the company, according to the following graduated scale. 1st - 12th month 100 % 17th month 75 % 22nd month 25 % 13th month 95 % 18th month 65 % 23rd month 15 % 14th month 90 % 19th month 55 % 24th month 5 % 15th month 85 % 20th month 45 % 25th month 0 % 16th month 80 % 21st month 35 % / s / jeffrey j. kyle date 2 / 16 / 09 employee signature / s / michael decocco date 2 / 16 / 09 sensus metering systems hr signature the top portion of this form is to be completed at the time of authorization to move. a copy of the signed form should be given to the employee. the original should be retained by sensus metering systems ’ human resource department. to be filled out at the time of termination : date terminated sensus metering systems to be paid back in full by reason ( s ) sensus metering systems relocation payback agreement rev. 08 - 01 - 08 attachment b relocation payback agreement effective date of transfer 12 / 8 / 08 i, jeffrey j. kyle agree to pay back relocation expenses in accordance with the following guidelines : termination within 24 months of accepting new assignment if i voluntarily terminate employment or i am involuntarily terminated within the first two years after the transfer date ( defined as the commencement of salary at the destination location ), i will repay all relocation benefits previously paid by the company, according to the following graduated scale. 1st - 12th month 100 % 17th month 75 % 22nd month 25 % 13th month 95 % 18th month 65 % 23rd month 15 % 14th month 90 % 19th month 55 % 24th month 5 % 15th month 85 % 20th month 45 % 25th month 0 % 16th month 80 % 21st month 35 % / s / jeffrey j. kyle date 2 / 16 / 09 employee signature / s / michael decocco date 2 / 16 / 09 sensus metering systems hr signature the top portion of this form is to be completed at the time of authorization to move. a copy of | 981 |
termination | exhibit 10. 54 exhibit 10. 54 bogota, december 2, 2011 mr. hugo rodriguez rodriguez legal representative solana petroleum exploration colombia limited calle 11 no. 7 - 80 floor 17 ciudad subject : termination in advance of contract vsm - gps - 031 - 2011. buy of crude chaza, and guayuyaco. definition of a new commercial scheme subject : termination in advance of contract vsm - gps - 031 - 2011. buy of crude chaza, and guayuyaco. definition of a new commercial scheme subject : subject : termination in advance of contract vsm - gps - 031 - 2011. buy of crude chaza, and guayuyaco. definition of a new commercial scheme dear mr. rodriguez : as expressed in discussions with you, ecopetrol s a is working to adapt the commercial operations of the different businesses of downstream and transportation to the requirements of the current regulations. based on the above, we are interested in discussion with you the conditions of the contract specified in the subject above in order to generate independent contracts for the activities of commercialization and transportation of crude. this issue will be discussed with the coordination of purchase of crudes – eng. maria carolina kure. in order to facilitate this process, we are informing you that ecopetrol s a shall make use of the provision contained in the clause twenty - second of the contract : termination in advance, and therefore the projected date for termination of contract vsm - gps - 031 - 2011 shall be on january 2, 2012 we appreciate in advance your understanding and reiterate our wish to maintain the commercial relationship with you for the purchase of crude referred to above under conditions which make the commercial operation viable for ecopetrol s a. sincerely / s / claudia l. castellanos “ claudia l. castellanos ” vice - president supply and marketing | 982 |
termination | exhibit 10. 84 execution copy termination of development and license agreement for mikah - 001 between elite pharmaceuticals, inc. and mikah pharma llc and transfer of payment this termination and loan satisfaction agreement ( “ the agreement ” ) dated january 28, 2015 ( “ effective date ” ) among elite pharmaceuticals, inc. and elite laboratories, inc. ( a subsidiary of elite pharmaceuticals inc., both corporations organized under the laws of the state of delaware with offices at 165 ludlow avenue, northvale, new jersey ( “ elite ” ) and mikah pharma, llc a delaware limited liability corporation with its offices at 20 kilmer drive, hillsborough, new jersey 08844 ( “ mikah ” ) and nasrat hakim whose residence is 20 kilmer drive, hillsborough, new jersey 08844. a. whereas elite desires to terminate the master development and license agreement for the product mikah - 001 between elite pharmaceuticals and mikah pharma llc dated august 27, 2010 ( “ master development agreement ” ) ; and a. whereas elite desires to terminate the master development and license agreement for the product mikah - 001 between elite pharmaceuticals and mikah pharma llc dated august 27, 2010 ( “ master development agreement ” ) ; and a. whereas elite desires to terminate the master development and license agreement for the product mikah - 001 between elite pharmaceuticals and mikah pharma llc dated august 27, 2010 ( “ master development agreement ” ) ; and b. whereas mikah is due a refund of $ 200, 000 based upon termination of the master development and license agreement since no development of the product was accomplished during the duration of the agreement ; and b. whereas mikah is due a refund of $ 200, 000 based upon termination of the master development and license agreement since no development of the product was accomplished during the duration of the agreement ; and b. whereas mikah is due a refund of $ 200, 000 based upon termination of the master development and license agreement since no development of the product was accomplished during the duration of the agreement ; and c. whereas mikah desires that the $ 200, 000 refund which mikah is due from elite in relation to termination of the master development and license agreement be paid to nasrat hakim ; and c. whereas mikah desires that the $ 200, 000 refund which mikah is due from elite in relation to termination of the master development and license agreement be paid to nasrat hakim | 983 |
termination | exhibit 10. 1 execution version dated as of september 17, 2009 termination agreement in connection with the master merial venture agreement merck & co., inc. and merck sh inc. and merck sharp & dohme ( holdings ) limited and sanofi - aventis and sanofi 4 and merial limited termination agreement termination agreement | 984 |
termination | exhibit 10. 14 form of termination agreement this termination agreement ( this “ agreement ” ) is entered into as of the agreement date by and among alberto - culver company, a delaware corporation ( the “ company ” ), sally holdings, inc., a delaware corporation and a wholly - owned subsidiary of the company ( “ shi ” ) and _ _ _ ( the “ executive ” ) and shall be deemed to be effective on the date the last party signs this agreement ( the “ agreement date ” ). whereas, the company and the executive have entered into the severance agreement dated as of _ _ _ ( the “ severance agreement ” ), pursuant to which the executive would be entitled to payments and benefits in the event that the executive ’ s employment were terminated under the circumstances set forth in the severance agreement following, among other things, the approval by the stockholders of the company of a transaction that constitutes a change in control ( as defined in the severance agreement ) ; whereas, the company and cdrs acquisition llc ( the “ investor ” ), an affiliate of clayton, dubilier and rice, inc., a delaware corporation ( “ cd & r ” ), may enter into a transaction whereby, among other things, ( i ) the investor will acquire approximately 47. 5 % of the common stock ( the “ equity investment ” ) of an entity ( “ new sally ” ) that will own the sally / bsg business of the company, and ( ii ) the consumer products and sally / bsg businesses of the company will be split into two, separate publicly traded companies ( the “ separation ” and, together with the equity investment and the other transactions contemplated thereby, the “ transaction ” ) ; whereas, the company intends to treat the transaction as though it constitutes a change in control for the purposes of, and as such term is defined under, the employee stock option plan of 2003, employee stock option plan of 1988, 2003 restricted stock plan and 1994 restricted stock plan, and accordingly accelerate the vesting of all options to purchase, and restricted shares of, common stock of the company issued under such plans, including those held by the executive, and the options to purchase shares of common stock of the company held by the executive shall, effective upon the closing of the transaction, be converted into options to purchase shares of common stock of new sally ; whereas, in respect of the company ’ s management incentive plan and the 1994 shareholder value incentive plan, the company intends to | 985 |
termination | exhibit 10. 61 termination agreement this termination agreement made and entered into this llth day of january, 2006, by and between the city of elgin, an illinois municipal corporation ( hereinafter referred to as the “ city ” ) ; and john b. sanfilippo and son, inc., an illinois corporation, arthur / busse limited partnership, an illinois limited partnership, and 300 east touhy avenue limited partnership, an illinois limited partnership ( hereinafter collectively referred to as “ developer ” ). whereas, on may 26, 2004, the city and the developer entered into a development agreement ( hereinafter referred to as the “ subject development agreement ” ) ; and whereas, the subject development agreement related to property then owned by the state of illinois consisting of approximately 90 acres commonly known as 750 south state street, elgin, kane county, illinois, such property being legally described in exhibit a attached hereto ( hereinafter referred to as the “ subject property ” ) ; and whereas, pursuant to the subject development agreement the city has since acquired the subject property from the state of illinois with the purchase price being funded by the developer ; and whereas, pursuant to the subject development agreement the developer at its cost has provided for the environmental remediation of the subject property ; and exhibit 10. 61 termination agreement this termination agreement made and entered into this llth day of january, 2006, by and between the city of elgin, an illinois municipal corporation ( hereinafter referred to as the “ city ” ) ; and john b. sanfilippo and son, inc., an illinois corporation, arthur / busse limited partnership, an illinois limited partnership, and 300 east touhy avenue limited partnership, an illinois limited partnership ( hereinafter collectively referred to as “ developer ” ). whereas, on may 26, 2004, the city and the developer entered into a development agreement ( hereinafter referred to as the “ subject development agreement ” ) ; and whereas, the subject development agreement related to property then owned by the state of illinois consisting of approximately 90 acres commonly known as 750 south state street, elgin, kane county, illinois, such property being legally described in exhibit a attached hereto ( hereinafter referred to as the “ subject property ” ) ; and whereas, pursuant to the subject development agreement the city has since acquired the subject property from the state of illinois with the purchase price being funded by the developer ; | 986 |
termination | exhibit 10. 2 execution version termination letter re : luxco agreements ascena retail group, inc. 933 macarthur boulevard mahwah, new jersey 07430 attn : michael veitenheimer alter domus ( us ) llc 225 w. washington st., 9th floor chicago, il 60606 attention : legal department and hendrik van der zandt december 22, 2020 ladies and gentlemen : reference is made to that certain ( i ) conditional assignment agreement, dated as of july 23, 2020, by and between anntaylor loft gp lux s. a r. l, a private limited liability company ( societe a responsabilite limitee ) formed under the laws of luxembourg, with registered office at 14, rue edward steichen, l - 2540 luxembourg, grand duchy of luxembourg and registered with the luxembourg register of commerce and companies under number b 242. 257 ( “ luxco 1 ” ), anntaylor loft borrower lux scs, a common limited partnership ( societe en commandite simple ) formed under the laws of luxembourg, with registered office at 14, rue edward steichen, l - 2540 luxembourg, grand duchy of luxembourg and registered with the luxembourg register of commerce and companies under number b 242. 419, acting through and represented by its managing general partner ( associe gerant commandite ), the luxco 1 ( “ luxco 2 ” and together with luxco 1, the “ luxcos ” ) and alter domus ( us ) llc ( the “ agent ” and together with the luxcos, the “ parties ” and individually a “ party ” ) ( the “ conditional assignment agreement ” ), ( ii ) springing collateral agreement, dated as of july 23, 2020, by and between the parties ( the “ springing collateral agreement ” ), ( iii ) luxembourg law governed pledge agreement, dated as of july 23, 2020, by and among luxco 1 as pledgor, luxco 2 as company and agent as pledgee ( the “ pledge agreement ” ), ( iv ) trademark security agreement, dated as of july 23, 2020, by and among luxco 2 and agent ( the “ trademark security agreement ”, and together with the agreements described in ( i ) - ( iv ) above, the “ luxco agreements ” ), ( v ) payoff letter, dated as of december 22, 2020, by and among ascena, ann | 987 |
termination | [ * ] = certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b - 2 of the securities exchange act of 1934, as amended. exhibit 10. 30 second amendment to termination and license agreement this second amendment to termination and license agreement ( the “ second amendment ” ) is made and entered into as of december 21, 2016 by and between merck sharp & dohme corp., a new jersey corporation with a place of business at one merck drive, whitehouse station, nj 08889 ( “ merck ” ) and scynexis, inc., a delaware corporation with a principal place of business at 101 hudson street, suite 3610, jersey city, nj 07302 ( “ scynexis ” ). recitals whereas, scynexis and merck are parties to a termination and license agreement dated as of may 24, 2013 ( collectively the “ original agreement ” ) ; whereas, the parties entered into to a letter agreement dated as of december 3, 2014, which amends the terms for payment of certain milestones under section 5 of the agreement ( the “ first amendment ” ; the original agreement as amended by the first amendment are collectively referred to herein as the “ agreement ” ) ; and whereas, the parties desire to enter into this second amendment to amend or clarify the provisions of section 5 on the timing of payment of certain milestone payments under the agreement. now, therefore, merck and scynexis hereby agree as follows : 1. definitions. unless otherwise defined herein, capitalized terms used in this second amendment have the meanings assigned thereto in the agreement. 1. 2. new trials. 2. a. scynexis is seeking to initiate ( i ) a dose ranging trial identified as scy - 078 - 302 and entitled “ a multicenter, randomized, double - blind phase ii - iii study comparing scy - 078 [ intravenous followed by oral ] to standard - of - care [ intravenous followed by oral ] for candidemia and invasive candidiasis using an adaptive design approach ” ( the “ ic phase 2 / 3 trial ” ) and ( ii ) a trial identified as scy - 078 - 301 and entitled “ open - label study to evaluate the efficacy and safety of scy - 078 in patients with invasive fungal infections that are ref | 988 |
termination | exhibit 10. 4 termination and transaction agreement this termination and transaction agreement, hereinafter ( the “ agreement ) is effective as of the 18th of november, 2011 between the following parties : sikuri minerals s. a. s., a partnership that has been duly created and is in good standing in accordance with the laws in force at the republic of colombia, its identification number is nit. 900. 338. 194 - 7 and is duly represented by angela maria osorio zappa, of age, bearer of identification card number 52. 427. 335 issued in bogota d. c., who has been duly authorized by the board of directors, just as stated in exhibit a of this agreement, mining latam energy s. a. a partnership that has been duly created and is in good standing in accordance with the laws in force at the republic of colombia, its identification number is nit. 900. 329. 056 - 0 and is duly represented by angela maria osorio zappa, of age, bearer of identification card number 52. 427. 335 issued in bogota d. c., who has been duly authorized by the board of directors, just as stated in exhibit b of this agreement, guachaves minerals resources s. a. s., a partnership that has been duly created and is in good standing in accordance with the laws in force at the republic of colombia, its identification number is nit. 900 - 360. 779 - 7 and is duly represented by santiago gonzalez ramos, of age, bearer of identification card number 7. 691. 508 issued in neiva, who has been duly authorized by the board of directors, just as stated in exhibit c of this agreement, and mallama minerals resources s. a. s a partnership that has been duly created and is in good standing in accordance with the laws in force at the republic of colombia, its identification number is nit. 900. 353. 607 - 1 and is duly represented by santiago gonzalez ramos, of age, bearer of identification card number 7. 691. 508 issued in neiva, who has been duly authorized by the board of directors, just as stated in exhibit d of this agreement, hereinafter together all four companies shall be referred to as ( the “ companies ” ) ; - 1 - - 1 - - 1 - yesid armando beltran moreno, of age, bearer of identification card number 19. 242. 800 | 989 |
termination | cyop systems international, inc. by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name mitch white title : president cornell capital partners, lp by : yorkville advisors, llc its : general partner by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : mark a. angelo title : portfolio manager | 990 |
termination | date : march 15th 2021 termination of contract dear oscar, you are hereby informed that the contract signed on september 1st 2020 is terminated. the contract will hence stop with effect april 30th 2021. by signing this agreement you hereby acknowledge and agree that all claims and obligations towards the company lapses including but not limited to shares and salary. the employee understands and agrees that he executed this agreement voluntarily, frederiksberg, on march 15th, 2021 frederiksberg, on march 15th, 2021 / s / carsten kjems falk oscar eg gensman the chief executive officer the employee carsten kjems falk oscar eg gensman frederiksberg, on march 15th, 2021 frederiksberg, on march 15th, 2021 frederiksberg, on march 15th, 2021 frederiksberg, on march 15th, 2021 / s / carsten kjems falk oscar eg gensman the chief executive officer the employee carsten kjems falk oscar eg gensman | 991 |
termination | exhibit 10. 13 termination agreement by and between 1. lifewatch gmbh 1. 1. lifewatch gmbh lifewatch gmbh che - i 09. 281. 219 baarerstrasse 139 6300 zug employer or company and 2. stephan rietiker 2. 2. stephan rietiker stephan rietiker obere rebhalde 29 6340 baar employee recital reference is made to the employment agreement between the employee and the company dated may 12, 2014, effective as of june 1, 2014 ( employment agreement ). the employee also serves as a director of the company and the company ’ s swiss subsidiaries, namely lifewatch turkey holding ag ( chb - 3 89. 239. 219 ) and lifewatch europe ag ( che - 109. 293. 323 ) together the directorships. the employer plans to close down its swiss operations as a result of the take - over, which has been completed by the end of 2017. based upon that, the employer and the employee enter into the following agreement in order to set forth the terms and conditions of the termination of the employment agreement by mutual consent in full and final settlement of any claim thereunder ( agreement ). the employee ’ s directorships shall continue and not be terminated by this agreement. 1. termination of employment agreement 1. 1. termination of employment agreement termination of employment agreement the employment relationship between the employer and the employee shall be terminated by mutual consent effective as of october 31, 2018 ( termination date ). an extension of the employment relationship beyond the termination date for any reason ( e. g. illness, accident ) is expressly excluded. as of october 31, 2018 the employee is released from the management of the company and from any obligation related to or in connection with the employment relationship, but shall remain a director of the company and the company ’ s subsidiaries. 2. directorships 2. 2. directorships directorships in consideration of the benefits received under this agreement, the employee agrees to continue to serve, without additional compensation, save as for out of pocket expenses, as a director of the company and the company ’ s subsidiaries after the termination date. employer will enter into a consulting agreement with employer, covering the employee ’ s directorship with the company and the company ’ s subsidiaries on or before the termination date. the consulting agreement shall deal with employee ’ s assignment as director of the company and the company ’ s subsidiaries, the respective responsibilities, tasks and confidentiality, and also cover certain ongoing matters | 992 |
termination | termination of receivables purchase agreement this agreement ( the “ agreement ” ) is entered into on 18 june2012 between ( 1 ) meritor heavy vehicle systems cameri s. p. a., a company incorporated under the laws of italy ( reg. no. 03788210015 ) having its registered office at strada provinciale cameri bellinzago km 5 28062 cameri, italy ( “ meritor ” ) ; ( 1 ) ( 1 ) meritor heavy vehicle systems cameri s. p. a., a company incorporated under the laws of italy ( reg. no. 03788210015 ) having its registered office at strada provinciale cameri bellinzago km 5 28062 cameri, italy ( “ meritor ” ) ; meritor heavy vehicle systems cameri s. p. a., a company incorporated under the laws of italy ( reg. no. 03788210015 ) having its registered office at strada provinciale cameri bellinzago km 5 28062 cameri, italy ( “ meritor ” ) ; ( 2 ) viking asset purchaser no 7 ic, ( registration no. 92607 ), an incorporated cell ofviking global finance icc, an incorporated cell company incorporated under the laws of jersey having its registered office at ogier house, the esplanade, st helier, jersey je4 ( “ vap ” ) ; ( 2 ) ( 2 ) viking asset purchaser no 7 ic, ( registration no. 92607 ), an incorporated cell ofviking global finance icc, an incorporated cell company incorporated under the laws of jersey having its registered office at ogier house, the esplanade, st helier, jersey je4 ( “ vap ” ) ; viking asset purchaser no 7 ic, ( registration no. 92607 ), an incorporated cell ofviking global finance icc, an incorporated cell company incorporated under the laws of jersey having its registered office at ogier house, the esplanade, st helier, jersey je4 ( “ vap ” ) ; ( 3 ) nordea bank ab ( publ ), a company authorised to conduct banking business and incorporated under the laws of sweden ( reg. no. 516406 - 0120 ) having its registered office at se - 105 71 stockholm, sweden ( “ nordea ” ) ; ( | 993 |
termination | exhibit 10. 1 license termination and settlement agreement this license termination and settlement agreement ( “ ltsa ” ) is entered between michael tempesta ( “ tempesta ” ), an individual, and jaguar health, inc. and its affiliate napo pharmaceuticals, inc., as well as their predecessors ( collectively, “ jaguar ” ). together tempesta and jaguar are referred to hereinafter as “ the parties. ” whereas on february 8, 1990 tempesta entered into a license agreement ( “ 1990 license ” ) with shaman pharmaceuticals ( “ shaman ” ) related to a substance described therein as sp 303, and whereas napo pharmaceuticals ( “ napo ” ) is a successor - in interest to shaman, and whereas napo and tempesta entered into a modified license agreement on october 16, 2002, thereby terminating the 1990 license ( “ 2002 license ” ), and whereas napo is now wholly owned by jaguar health, inc. and jaguar has the relevant rights and responsibilities under the 1990 and 2002 license agreements ( “ license agreements ” ), and whereas tempesta commenced an audit of royalty payments made to him during the period from 2015 through the third quarter of 2018 ( “ audit ” ), an audit that is on - going, and whereas a dispute has arisen between tempesta and jaguar, and whereas jaguar contends that the license agreements are not enforceable and that all patent licenses and patents related to the license agreements expired before 2019 ( see brulette v thys and kimble v marvel entertainment ), and whereas tempesta contends that the license agreements are trade secret licenses since no patent or patent applications related to sp 303 were in existence at the time of the 1990 license agreement and shaman was not compelled by the agreement to seek any, and, therefore, it has not expired ( see e. g. warner - lambert v reynolds ), and whereas tempesta claims that brulette and kimble and related cases have no application to a license that was cancellable at the will of a licensee, and jaguar disagrees, and whereas tempesta claims that sp - 303 related patents other than the ones that list him as an inventor are and have been in force at relevant times and are a basis for non - expiration and that he should have listed him as an inventor on those patents in addition to his listing on the # # # - # # # - # # # # and # # # - # # # - # # # # patents, and | 994 |
termination | agreement for termination and release this agreement for termination and release ( " agreement " ) is entered into, made effective and dated as of this 18th day of october, 2018 ( " execution date " ), by and among ab international group corp., a nevada corporation ( the " company " ), alexander holtermann, ian wright, luis hadic and icrowdu inc., a nevada corporation ( " icrowdu " ). recitals : whereas, on or about may 9, 2018, the company entered into an investor agreement ( the " icu agreement " ) with icrowdu. pursuant to the icu agreement, the company purchased 228, 013 shares of common stock of icrowdu for us $ 280, 000. furthermore, it was agreed to exchange 2, 000, 000 shares of common stock of the company for 2, 000, 000 shares of common stock of icrowdu. this share exchange was made as collateral in advance of an investment of us $ 1, 935, 000 by company in icrowdu, which never occurred. the company did issue and deliver the 2, 000, 000 shares of the company's common stock in two separate share certificates : one to alexander holtermann, and one to ian wright. alexander holtermann and ian wright did issue and deliver the 2, 000, 000 shares of icrowdu's common stock to mr. chiyuan deng in person at his office apartment on 2 / f, 45 hollywood road, central, hong kong sar in the late evening hours on june 7th, 2018 ( icrowdu share certificate number 63, dated may 16, 2018 ). based on these facts, the only shares acquired under the icu agreement, were 228, 013 shares of icrowdu that the company purchased for us $ 280, 000. whereas, on may 9, 2018, the company entered into a consultancy agreement ( the " ah agreement " ) with alexander holtermann. pursuant to the ah agreement, the company issued 200, 000 shares of common stock of the company as consideration for the services provided by alexander holtermann pursuant to the ah agreement. the company entered into a consultancy agreement ( the " iw agreement " ) with ian wright. pursuant to the iw agreement, the company issued 200, 000 shares of common stock of the company as consideration for the services provided by ian wright pursuant to the iw agreement. the company also entered into a consultancy agreement ( the | 995 |
termination | exhibit 10. 1 limitless projects inc. 2261 rosanna street las vegas, nevada 89117 january 19, 2022 warpspeed taxi inc. and cyber apps world, inc. 9436 w. lake mead blvd las vegas, nv 89134 attention : mohammed irfan rafimiya kazi dear irfan : re : asset purchase agreement dated december 20, 2020 ( the “ agreement ” ) for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we hereby confirm our mutual agreement to terminate the agreement on the following terms : 1. warpspeed taxi inc. ( “ warpspeed ” ) and limitless projects inc. ( “ limitless ” ) ( collectively, the “ parties ” ) hereby acknowledge the following : 1. warpspeed taxi inc. ( “ warpspeed ” ) and limitless projects inc. ( “ limitless ” ) ( collectively, the “ parties ” ) hereby acknowledge the following : 1. warpspeed taxi inc. ( “ warpspeed ” ) and limitless projects inc. ( “ limitless ” ) ( collectively, the “ parties ” ) hereby acknowledge the following : a ) pursuant to the agreement, the parties agreed that warpspeed would pay limitless $ 10, 000 upon the execution of the agreement ( which warpspeed paid ), an additional $ 40, 000 to limitless upon limitless ’ s delivery of a working prototype of the warpspeed taxi computer application ( the “ application ” ) to warpspeed, and an additional $ 250, 000 as represented by a promissory note that warpspeed issued to limitless ; a ) pursuant to the agreement, the parties agreed that warpspeed would pay limitless $ 10, 000 upon the execution of the agreement ( which warpspeed paid ), an additional $ 40, 000 to limitless upon limitless ’ s delivery of a working prototype of the warpspeed taxi computer application ( the “ application ” ) to warpspeed, and an additional $ 250, 000 as represented by a promissory note that warpspeed issued to limitless ; a ) pursuant to the agreement, the parties agreed that warpspeed would pay limitless $ 10, 000 upon the execution of the agreement ( which warpspeed paid ), an additional $ 40, 000 to limitless upon limitless ’ s delivery of a working prototype of the warp | 996 |
termination | century aluminum company amended and restated supplemental retirement income benefit plan table of contents page purpose 1 effective date 2 type of plan 2 eligibility 2 amount of supplemental retirement income benefit 2 vesting 4 time and form of upb payment 5 time and form of vested erb payment 6 section 409a 7 surviving spouse erb benefit 8 source of benefit payments 8 administration of the plan 10 claims and review procedure 10 amendment or termination of the plan 13 general provisions 14 execution 14 appendix a 15 table of contents table of contents page page purpose 1 effective date 2 type of plan 2 eligibility 2 2 amount of supplemental retirement income benefit 2 vesting 4 time and form of upb payment 5 time and form of vested erb payment 6 section 409a 7 surviving spouse erb benefit 8 source of benefit payments 8 administration of the plan 10 claims and review procedure 10 amendment or termination of the plan 13 general provisions 14 execution 14 appendix a 15 century aluminum company amended and restated supplemental retirement income benefit plan 1. purpose. the purpose of the century aluminum company amended and restated supplemental retirement income benefit plan ( the “ plan ” ) is : ( a ) to provide an annual retirement benefit for life to certain executives of century aluminum company and its affiliates ( collectively, the “ company ” ), equal to any annual benefit which would have accrued to the executive under the company ’ s tax qualified defined benefit pension plan covering salaried employees ( the “ pension plan ” ) if the annual benefit and compensation limits imposed by applicable tax law were not applicable and if the calculation of “ final average monthly compensation ” under the pension plan was modified in certain respects ; and ( b ) to provide enhanced supplemental retirement income benefits for life to certain executives of the company whose projected annual retirement income for life starting at their target retirement age, as determined by the compensation committee of the board of directors of the company ( “ compensation committee ” ), ( “ target retirement age ” ) under the pension plan as supplemented by any benefit described in paragraph ( a ) above ( “ nonenhanced pension plan income ” ) is estimated to be less than a specified percentage ( between 40 % and 60 % ) of the executive ’ s projected average annual pay ( base pay plus annual cash bonus ) during his final year of service ( “ targetedretirement income ” ) due to the executive ’ s age and potential years of service at target retirement age. - 1 - - 1 - - 1 - 2. effective date. the plan shall be effective | 997 |
termination | exhibit 10. 1 termination agreement this termination agreement is executed into on march 14th, 2013 in the city of salvador – ba - brazil by and between lakeland brasil s. a., private corporation established at rua do luxemburgo, 260, quadra o – lotes 82 / 83, in the city of salvador, state of bahia, brazil, registered before brazilian federal revenue under n. 04. 011. 170 / 0001 - 22 ( “ company ” or “ party ” ), lakeland industries, inc., private corporation established at 701 - 7 koehler avenue, ronkonkoma, n. y. 11779, usa, registered before u. s. federal revenue under n. 13 - 3115216 ( “ parent company ” or “ party ” ) and lakeland brasil s. a. current director and signing officer miguel antonio dos guimaraes bastos, brazilian citizen, married, registered before brazilian federal revenue under n. 125. 891. 957 - 53, resident in the city of lauro de freitas, state of bahia, brazil, at condominio parque encontro das aguas, quadra i, lote 39, portao, postal code 42700 - 000 ( “ officer ” or “ party ” ). whereas the officer has been elected as director of the company for the period of two years as of the shareholders meeting occurred in the 4th day of june, 2012 ; whereas brazilian federal law n. 6. 404 / 1976, on its article 143, caput, states that any corporate company established under brazilian law can dismiss its officers at any time and even without any specific justification ( ad nutum ) ; whereas the officer and the company have agreed about the termination of the management agreement between the parties, executed in march 22th, 2011 ; now, therefore, in consideration of the mutual covenants exchanged herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by both, the parties agree as follow : 1. date of termination 1. 1. the parties agree that the officer will leave his current employment at and as a director of the company at the end of the term of 120 ( one hundred and twenty ) days, counted from the date of signature of this agreement. 1. 1. 1. without prejudice of any financial compensation provided for herein and without the need of any formal or advance notice in | 998 |
termination | termination of group health care plan trust whereas, the company maintains the ruby tuesday, inc. group health care plan trust ( the “ veba ” ), which is exempt from taxation under section 501 ( c ) ( 9 ) of the internal revenue code of 1986, as amended, under a trust agreement between the company and the trustee of the veba ( the “ trust agreement ” ) ; and whereas, due to changes in the law and accounting circumstances, the company has determined that it is in the best interests of the company to terminate the veba as soon as practicable, but no later than december 31, 2013 ( the “ final termination date ” ). under section 12. 2 of the trust agreement, the company may terminate the veba upon prior notice to the trustee. pursuant to 2004 resolutions of the board of directors, the committee has the authority to authorize the termination of the veba. now, therefore, be it resolved, that the committee, acting on behalf of the board of directors, hereby authorizes the officers of the company to terminate the veba, as soon as practicable, but no later than the final termination date ; resolved, that the officers of the company are hereby authorized and directed to cease further contributions to the veba and to expend all funds held in the veba by no later than the final termination date ; provided, however, that all such expenditures shall be made in a manner consistent with the trust agreement ; resolved, that the officers of the company are hereby authorized and directed to provide notice of the termination to the trustee of the veba prior to the date the veba terminates ; resolved, that any action taken in furtherance of the foregoing resolutions by an officer of the company or any designee of an officer of the company is hereby ratified, affirmed and approved ; resolved, that the officers of the company and their designees are hereby authorized and directed to take all actions and to execute and deliver all agreements, instruments, indentures and documents as they shall deem necessary or advisable to carry out the intent of the foregoing resolutions, including, without limitation, submission of the final internal revenue service form 990 for the veba ; resolved, that the signature of any officer, or of his or her designee, on any agreement, instrument or document relating to these resolutions shall be conclusive evidence of the authority of the officer, or of his or her designee | 999 |
termination | exhibit 10. 3 a nevada company 1980 federal plaza drive, suite 530, las vegas, nv 89135 december 11th 2020 david j. klimczak direct transfer, llc / issuer direct corporation one glenwood avenue, suite 1001 raleigh, nc, 27603 re : dkg capital inc ( the “ company ” ) dear david, this letter is to inform you that the board of directors has appointing a new transfer agent, pacific stock transfer company and hereby terminates all services with your firm as well as any and all agreements relating to your duties as of december 11th 2020. you will need to promptly file the 17ad - 16 ( notice of assumption or termination of transfer agent services ) with dtcc. we are providing the link below for your convenience. http : / / www. dtcc. com / settlement - and - asset - services / agent - services / dtc - eligible - agent pacific stock transfer company will be reaching out to you to coordinate a smooth conversion. please let us know the primary contact person at your firm to coordinate the conversion. the company thanks you for your past services and sincerely appreciates your cooperation in this matter. / s / tesheb casimir tesheb casimir, ceo dkg capital inc | 1,000 |
termination | exhibit 10. 22 march 14, 2018 nicolas quille 3249 ne thompson street portland, or 97212 re : offer letter – chief winemaking & operations officer dear nicolas, i am delighted to offer you a chief winemaking & operations officer position with crimson wine group ( the “ company ” or “ crimson wine group ” ). this letter sets forth the terms of the offer, which, if you accept, will govern your employment. you will report to me, patrick delong, president and chief executive officer. your employment is scheduled to start on april 30, 2018. this offer of employment is contingent on the successful completion of a background check, medical evaluation and drug test by the company ’ s medical provider. this background check, medical evaluation and drug test will be the financial responsibility of the company. your compensation will be $ 255, 000 annually, payable bi - weekly every other friday. you will be eligible for a 40 % bonus target of your annual base salary in an amount to be determined by the company in its discretion. the amount of any annual bonus paid by the company will be based upon the company performance and your performance, as determined by the company, against mutually agreed upon goals between you and me. starting in calendar year 2020, there will be an opportunity to increase the bonus opportunity, subject to meeting certain special key performance indicators ( kpi ’ s ) to be determined at the end of 2019. in addition, you will receive a car allowance benefit of $ 1, 400 on a monthly basis. the company will also draft a separation agreement to standard terms for such agreements and prior to the commencement of your employment, execute such agreement. the home office for this position is the crimson wine group headquarters located in napa, california. you will be required to work a minimum of two weeks per month in this office. during critical times of the year, it could be up to three weeks per month. the position of chief winemaking & operations officer is classified as exempt - one who works in a professional or managerial category. exempt employees are not eligible for overtime compensation under the federal fair labor standards act ( flsa ) or state law. you will be eligible for medical, dental and vision benefits effective may 1, 2018. you will accrue a total of four weeks paid vacation and be eligible for paid time off for company holidays consistent with the company ’ s policies and procedures in effect at the time of your start date. these benefits may be amended or modified | 1,001 |