Grouped Into 476 Collections of Similar Clauses From Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definitions. Any terms which are capitalized herein but not defined herein shall have the meaning set forth in the Plan. ***** SCHEDULE 1 TO HEAT BIOLOGICS, INC. RESTRICTED STOCK AWARD (Under the 2018 Stock Incentive Plan) Vesting Schedule A. Provided that the Participant continues to be employed by the Company or any affiliate on the applicable Vesting Date described in this Schedule 1, the Restricted Stock shall become Vested Restricted Stock as follows: Percentage of Restricted Stock Vesting Vesting Date ...Notwithstanding the foregoing vesting schedule, the events described in Section 4(b)(ii) of the Additional Terms and Conditions to the Agreement, the Plan, and any change in control provisions of any Employment Agreement, provide for accelerated vesting of all or a portion of the Restricted Stock to the extent and in the manner described by such provisions. Except as otherwise provided in Section 4(b)(ii) of the Additional Terms and Conditions to the Agreement, the Plan, and any change in control provisions of any Employment Agreement, all Restricted Stock shall be forfeited if the Participant experiences a Termination of Employment prior to the Vesting Date. B. The provisions of this Vesting Schedule are subject to, and limited by, all applicable provisions of the Agreement. Schedule 1 – EX-10.4 5 htbx_ex10z4.htm RESTRICTED STOCK AGREEMENT Restricted Stock Agreement EXHIBIT 10.4 HEAT BIOLOGICS, INC. RESTRICTED STOCK AGREEMENT 2018 STOCK INCENTIVE PLAN THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made and entered into as of (the "Grant Date"), by and between Heat Biologics, Inc., a Delaware corporation (the "Company"), and _________ (the "Participant"). Subject to the Additional Terms and Conditions attached hereto and incorporated herein by reference as part of this Agreement, the Company hereby awards as of the Grant Date to the Participant the shares of the Company's restricted Common Stock (the "Restricted Stock") described below (the "Restricted Stock Award") pursuant to the Heat Biologics, Inc. 2018 Stock Incentive Plan (the "Plan"). Capitalized terms that are not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan. Participant: Grant Date: Total Number of Shares of Restricted Stock Awarded: Vesting Schedule: The Restricted Stock shall vest according to the Vesting Schedule attached hereto as Schedule 1. The Restricted Stock that become vested on each Vesting Date pursuant to the Vesting Schedule are herein referred to as the "Vested Restricted Stock." The Restricted Stock is awarded under and governed by the terms and conditions of this Restricted Stock Agreement and the Plan, which is incorporated herein by reference. By signing below, the Participant accepts the Restricted Stock Award, acknowledges receipt of a copy of the Plan and this Restricted Stock Agreement, and agrees to the terms thereof. HEAT BIOLOGICS, INC.: By: (Signature) Name: Address: Title: ADDITIONAL TERMS AND CONDITIONS OF HEAT BIOLOGICS, INC. RESTRICTED STOCK AGREEMENT 1. Restricted Stock Held in Plan Name. The 2018 STOCK INCENTIVE PLAN (the "Plan") Restricted Stock shall be issued in the name of the Plan and held for the account and benefit of the Participant. The Committee (as defined in the Plan) shall cause periodic statements of account to be delivered to the Participant, at such time or times as the Committee may determine in its sole discretion, showing the number of Restricted Stock held by the Plan on behalf of the Participant. Subject to other Additional Terms and Conditions, the Committee shall cause one or more certificates to be delivered to the Participant as soon as administratively practicable following the date that all or any portion of the Restricted Stock become Vested Restricted Stock.View More
Definitions. Any terms which are capitalized herein but not defined herein shall have the meaning set forth in the Plan. ***** 5 SCHEDULE 1 TO HEAT BIOLOGICS, INC. RESTRICTED STOCK AWARD (Under the 2018 Stock Incentive Plan) Vesting Schedule A. Provided that the Participant continues to be employed by the Company or any affiliate on the applicable Vesting Date described in this Schedule 1, the Restricted Stock shall become Vested Restricted Stock as follows: Percentage of Restricted Stock Vesting Vesting Dat...e Notwithstanding the foregoing vesting schedule, the events described in Section 4(b)(ii) of the Additional Terms and Conditions to the Agreement, the Plan, and any change in control provisions of any Employment Agreement, provide for accelerated vesting of all or a portion of the Restricted Stock to the extent and in the manner described by such provisions. Except as otherwise provided in Section 4(b)(ii) of the Additional Terms and Conditions to the Agreement, the Plan, and any change in control provisions of any Employment Agreement, all Restricted Stock shall be forfeited if the Participant experiences a Termination of Employment prior to the Vesting Date. B. The provisions of this Vesting Schedule are subject to, and limited by, all applicable provisions of the Agreement. Schedule 1 – EX-10.4 5 htbx_ex10z4.htm EX-10.2 3 htbx_ex10z2.htm FORM OF RESTRICTED STOCK AGREEMENT Form of Restricted Stock Agreement EXHIBIT 10.4 10.2 FORM OF HEAT BIOLOGICS, INC. RESTRICTED STOCK AGREEMENT 2018 STOCK INCENTIVE PLAN THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made and entered into as of __________________ (the "Grant Date"), by and between Heat Biologics, Inc., a Delaware corporation (the "Company"), and _________ __________________ (the "Participant"). Subject to the Additional Terms and Conditions attached hereto and incorporated herein by reference as part of this Agreement, the Company hereby awards as of the Grant Date to the Participant the shares of the Company's restricted Common Stock (the "Restricted Stock") described below (the "Restricted Stock Award") pursuant to the Heat Biologics, Inc. 2018 Stock Incentive Plan (the "Plan"). Capitalized terms that are not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan. Participant: [ ] Grant Date: [ ] Total Number of Shares of Restricted Stock Awarded: [ ] Vesting Schedule: The Restricted Stock shall vest according to the Vesting Schedule attached hereto as Schedule 1. The Restricted Stock that become vested on each Vesting Date pursuant to the Vesting Schedule are herein referred to as the "Vested Restricted Stock." The Restricted Stock is awarded under and governed by the terms and conditions of this Restricted Stock Agreement and the Plan, which is incorporated herein by reference. By signing below, the Participant accepts the Restricted Stock Award, acknowledges receipt of a copy of the Plan and this Restricted Stock Agreement, and agrees to the terms thereof. [NAME OF PARTICIPANT]: HEAT BIOLOGICS, INC.: By: (Signature) Name: Address: Title: ADDITIONAL TERMS AND CONDITIONS OF HEAT BIOLOGICS, INC. RESTRICTED STOCK AGREEMENT 1. Restricted Stock Held in Plan Name. The 2018 STOCK INCENTIVE PLAN (the "Plan") Restricted Stock shall be issued in the name of the Plan and held for the account and benefit of the Participant. The Committee (as defined in the Plan) shall cause periodic statements of account to be delivered to the Participant, at such time or times as the Committee may determine in its sole discretion, showing the number of Restricted Stock held by the Plan on behalf of the Participant. Subject to other Additional Terms and Conditions, the Committee shall cause one or more certificates to be delivered to the Participant as soon as administratively practicable following the date that all or any portion of the Restricted Stock become Vested Restricted Stock. View More
Definitions. Any terms which are capitalized herein but not defined herein shall have the meaning set forth in the Plan. ***** 6 SCHEDULE 1 TO HEAT BIOLOGICS, DERMADOCTOR, INC. RESTRICTED STOCK AWARD (Under the 2018 Stock Incentive Plan) Vesting Schedule A. Provided that the Participant continues to be employed by the Company or any affiliate on the applicable Vesting Date described in this Schedule 1, Part A, the Restricted Stock shall become Vested Restricted Stock as follows: Percentage of Restricted Stoc...k Vesting Vesting Date Notwithstanding the foregoing vesting schedule, the events described in Section 4(b)(ii) Sections 4(b)(ii), (iii) and (iv) of the Additional Terms and Conditions to the Agreement, the Plan, and any change in control provisions of any Employment Agreement, provide for accelerated vesting of all or a portion of the Restricted Stock to the extent and in the manner described by such provisions. Except as otherwise provided in Section 4(b)(ii) Sections 4(b)(ii), (iii) or (iv) of the Additional Terms and Conditions to the Agreement, the Plan, and any change in control provisions of any Employment Agreement, all Restricted Stock shall be forfeited if the Participant experiences a Termination of Employment prior to the Vesting Date. B. The provisions of this Vesting Schedule are subject to, and limited by, all applicable provisions of the Agreement. Agreement Schedule 1 – EX-10.4 5 htbx_ex10z4.htm EX-10.5 24 fs12018ex10-5_dermadoctor.htm FORM OF RESTRICTED STOCK AGREEMENT Restricted Stock Agreement EXHIBIT 10.4 HEAT BIOLOGICS, AND NOTICE OF AWARD OF RESTRICTED STOCK UNDER THE 2018 EQUITY INCENTIVE PLAN Exhibit 10.5 FORM OF DERMADOCTOR, INC. RESTRICTED STOCK AGREEMENT 2018 STOCK EQUITY INCENTIVE PLAN THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made and entered into as of __________________ (the "Grant Date"), by and between Heat Biologics, DERMAdoctor, Inc., a Delaware corporation (the "Company"), and _________ __________________ (the "Participant"). Subject to the Additional Terms and Conditions attached hereto and incorporated herein by reference as part of this Agreement, the Company hereby awards as of the Grant Date to the Participant the shares of the Company's restricted Common Stock (the "Restricted Stock") described below (the "Restricted Stock Award") pursuant to the Heat Biologics, DERMAdoctor, Inc. 2018 Stock Equity Incentive Plan (the "Plan"). Capitalized terms that are not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan. Participant: [ ] Grant Date: [ ] Total Number of Shares of Restricted Stock Awarded: [ ] Vesting Schedule: The Restricted Stock shall vest according to the Vesting Schedule attached hereto as Schedule 1. The Restricted Stock that become vested on each Vesting Date pursuant to the Vesting Schedule are herein referred to as the "Vested Restricted Stock." The Restricted Stock is awarded under and governed by the terms and conditions of this Restricted Stock Agreement and the Plan, which is incorporated herein by reference. By signing below, the Participant accepts the Restricted Stock Award, acknowledges receipt of a copy of the Plan and this Restricted Stock Agreement, and agrees to the terms thereof. HEAT BIOLOGICS, NAME OF PARTICIPANT: DERMADOCTOR, INC.: By: (Signature) Name: Address: Title: 1 ADDITIONAL TERMS AND CONDITIONS OF HEAT BIOLOGICS, DERMADOCTOR, INC. RESTRICTED STOCK AGREEMENT 2018 EQUITY INCENTIVE PLAN 1. Restricted Stock Held in Plan Name. The 2018 STOCK INCENTIVE PLAN (the "Plan") Restricted Stock shall be issued in the name of the Plan and held for the account and benefit of the Participant. The Committee (as defined in the Plan) shall cause periodic statements of account to be delivered to the Participant, at such time or times as the Committee may determine in its sole discretion, showing the number of Restricted Stock held by the Plan on behalf of the Participant. Subject to other Additional Terms and Conditions, the Committee shall cause one or more certificates to be delivered to the Participant as soon as administratively practicable following the date that all or any portion of the Restricted Stock become Vested Restricted Stock. View More
Definitions. Capitalized terms used herein (including in the Recitals hereto) but not defined herein, shall have the meanings as given them in the Credit Agreement, unless the context otherwise requires.
Definitions. Capitalized terms used herein (including in the Recitals hereto) but not defined herein, shall have the meanings as given them in the Existing Credit Agreement, Agreement as amended by this Sixth Amendment (as so amended, the "Credit Agreement"), unless the context otherwise requires.
Definitions. (a) "Act" shall mean the Securities Act of 1933, as amended. (b) "Business Days" shall mean any day other than a Saturday, a Sunday or any other day on which the Federal Reserve Bank of New York is required by Law to be closed or banks in Singapore or Malaysia are authorized or required by Law to be closed. (c) "Change of Control" shall mean a transaction or a series of related transactions involving (i) a consolidation or merger of the Company which results in the stockholders of the Company im...mediately prior to the transaction owning less than a majority of the equity or voting power of the surviving entity, (ii) the sale, transfer or lease of all or substantially all of the Company's assets taken as a whole together with any assets of the Company's subsidiaries, whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions, (iii) the grant of an exclusive license to all or substantially all of the Company's intellectual property that is used to generate all or substantially all of the Company's revenues, or (iv) any sale of all or substantially all of the Company's equity or any other transaction which results in the stockholders of the Company immediately prior to the transaction owning less than a majority of the equity or voting power of the surviving entity but not including any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness of the Company is cancelled or converted (or a combination thereof). (d) "Common Stock" shall mean the Common Stock, par value $0.0001 per share, of the Company. (e) "Initial Public Offering" means the first firm commitment underwritten public offering of securities of the Company pursuant to an effective registration statement under the Act (other than a registration statement relating either to a sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction). -1- (f) "Investors' Rights Agreement" means that certain Amended and Restated Investors' Rights Agreement, dated as of May 7, 2018, by and among the Company, Holder and the other parties thereto, as amended and/or restated from time to time. (g) "Restated Certificate" shall mean the Company's Amended and Restated Certificate of Incorporation as of the date hereof, as amended and/or restated from time to time. (h) "Series B Preferred Stock" shall mean the Series B Preferred Stock, par value $0.0001 per share, of the Company. (i) "Voting Agreement" means that certain Amended and Restated Voting Agreement, dated as of May 7, 2018, by and among the Company, Holder and the other parties thereto, as amended and/or restated from time to time. (j) "Warrant" as used herein shall include this warrant (as the same may be amended from time to time) and any warrants delivered in substitution or exchange therefor as provided herein.View More
Definitions. (a) "Act" (a)"Act" shall mean the Securities Act of 1933, as amended. (b) "Business (b)"Business Days" shall mean any day other than a Saturday, a Sunday or any other day on which the Federal Reserve Bank of New York is required by Law to be closed or banks in Singapore or Malaysia are authorized or required by Law to be closed. (c) "Change (c)"Change of Control" shall mean a transaction or a series of related transactions involving (i) a consolidation or merger of the Company which results in t...he stockholders of the Company immediately prior to the transaction owning less than a majority of the equity or voting power of the surviving entity, (ii) the sale, transfer or lease of all or substantially all of the Company's assets taken as a whole together with any assets of the Company's subsidiaries, whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions, (iii) the grant of an exclusive license to all or substantially all of the Company's intellectual property that is used to generate all or substantially all of the Company's revenues, or (iv) any sale of all or substantially all of the Company's equity or any other transaction which results in the stockholders of the Company immediately prior to the transaction owning less than a majority of the equity or voting power of the surviving entity but not including any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness of the Company is cancelled or converted (or a combination thereof). (d) "Common (d)"Common Stock" shall mean the Common Stock, par value $0.0001 per share, of the Company. (e) "Initial (e)"Initial Public Offering" means the first firm commitment underwritten public offering of securities of the Company pursuant to an effective registration statement under the Act (other than a registration statement relating either to a sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction). -1- (f) "Investors' (f)"Investors' Rights Agreement" means that certain Amended and Restated Investors' Rights Agreement, dated as of May 7, 2018, March 16, 2020, by and among the Company, Holder and the other parties thereto, as amended and/or restated from time to time. (g) "Restated (g)"Restated Certificate" shall mean the Company's Amended and Restated Certificate of Incorporation as of the date hereof, as amended and/or restated from time to time. (h) "Series (h)"Series B Preferred Stock" shall mean the Series B Preferred Stock, par value $0.0001 per share, of the Company. (i) "Voting (i)"Stock Purchase Agreement" shall mean that certain Series B Preferred Stock Purchase Agreement, dated as of March 16, 2020, by and among the Company and the Investors listed on Schedule A, thereto. (j)"Voting Agreement" means that certain Amended and Restated Voting Agreement, dated as of May 7, 2018, March 16, 2020, by and among the Company, Holder and the other parties thereto, as amended and/or restated from time to time. (j) "Warrant" (k)"Warrant" as used herein shall include this warrant (as the same may be amended from time to time) and any warrants delivered in substitution or exchange therefor as provided herein. View More
Definitions. "Agreement" has the meaning set out in the preamble and includes all schedules and exhibits hereto. "Confidential Information" has the meaning set out under Section 11. "Customer" means a purchaser that is an individual or entity located in the Territory and has acquired a Good from Distributor for (a) its own internal use or incorporation into its own products or (b) resale to a person or entity that purchases the Good for internal use or incorporation into such repurchaser's products. "Distrib...utor" has the meaning set out in the preamble. "Force Majeure Event" has the meaning set out in Section 36. "Goods" means any good that is identified in Schedule 1, as it may be revised pursuant to Section 4.4 from time to time. "Indemnified Party" has the meaning set out under Section 14. "Party" has the meaning set out in the preamble. "Seller" has the meaning set out in the preamble. "Term" has the meaning set out under Section 10. "Territory" means all geographic areas in the United States in which Distributor currently sells Goods (as set forth in Schedule 3 to this Agreement), and in which it may in the future sell Goods.View More
Definitions. "Agreement" has the meaning set out in the preamble and includes all schedules and exhibits hereto. "Confidential Information" has the meaning set out under Section 11. 8. "Contract Manufacturing Agreement" has the meaning set out in the recitals. "Customer" means a purchaser that is an individual or entity located in the Territory Sales Channel and has acquired a Good Product from Distributor for (a) its own internal use or incorporation into its own products or (b) resale to a person or entity... that purchases the Good Product for internal use or incorporation into such repurchaser's products. "Distributor" has the meaning set out in the preamble. "Distributor Indemnified Parties" has the meaning set out in Section 12. "Distributor Representatives" has the meaning set out in Section 12. "Effective Date" has the meaning set out in the preamble. "Force Majeure Event" has the meaning set out in Section 36. "Goods" means any good that is identified in Schedule 1, as it may be revised pursuant to Section 4.4 from time to time. 31. "Indemnified Party" has the meaning set out under Section 14. 12. "Party" has the meaning set out in the preamble. "Product" means any product that is identified in Schedule 1. "Sales Channel" means has the meaning set out under Section 2. "Seller" has the meaning set out in the preamble. "Seller Indemnified Parties" has the meaning set out in Section 12. "Seller Representatives" has the meaning set out in Section 12. "Similar Products" has the meaning set out under Section 2 "Term" has the meaning set out under Section 10. "Territory" means all geographic areas in the United States in which Distributor currently sells Goods (as set forth in Schedule 3 to this Agreement), and in which it may in the future sell Goods. 7.1. View More
Definitions. As used herein, the term "Voting Shares" shall mean, taken together, (i) all securities of VGAC beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act, excluding shares of stock underlying unexercised options or warrants, but including any shares of stock acquired upon exercise of such options or warrants) ("Beneficially Owned") by any Voting Party, including any and all securities of VGAC acquired and held in such capacity subsequent to the date hereof ("VGAC Voting Sh...ares") and (ii) all securities of the Company Beneficially Owned by any Voting Party, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof (the "Company Voting Interests"). Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Transaction Agreement.View More
Definitions. As used herein, the term "Voting Shares" shall mean, taken together, (i) all securities of VGAC the Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act, excluding shares of stock underlying unexercised options or warrants, but including any shares of stock acquired upon exercise of such options or warrants) ("Beneficially Owned") by any Voting Party, including any and all securities of VGAC acquired and held in such capacity subsequent to the date hereof ("VG...AC Voting Shares") and (ii) all securities of the Company Beneficially Owned Owned" or "Beneficial Ownership") by any Voting Party, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof (the "Company Voting Interests"). hereof. Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Transaction Merger Agreement. View More
Definitions. 2.2"Award Agreement" means a written agreement or notification setting forth the terms and conditions applicable to an Award. 2.3"Board" means the Board of Directors of the Company, as constituted from time to time. 2.4"Committee" means the Compensation Committee of the Board. 2.5"Company" means Yellow Corporation, a Delaware corporation, and any successor thereto. 2.6"Company Group" means the Company and its direct and indirect subsidiaries. 2.7"Participant" means as any employee of the Company... Group granted an Award by the Committee. 2.8 "Plan" means the Yellow Corporation 2021 Bonus Plan, as hereafter amended from time to time.View More
Definitions. 2.2"Award The following terms will have the following meanings: 2.1 "Award" means an award or right to payment granted pursuant to the Plan, the payment of which is contingent on achievement of performance, service-based or other conditions established by the Committee. 2.2 "Award Agreement" means a written agreement or notification setting forth the terms and conditions applicable to an Award. 2.3"Board" 2.3 "Board" means the Board of Directors of the Company, as constituted from time to time. ...2.4"Committee" 2.4 "Committee" means the Compensation and Benefits Committee of the Board. 2.5"Company" 2.5 "Company" means Yellow Corporation, Paycor HCM, Inc., a Delaware corporation, and any successor thereto. 2.6"Company 2.6 "Company Group" means the Company and its direct and indirect subsidiaries. 2.7"Participant" 2.7 "Participant" means as any employee of the Company Group granted an Award by the Committee. 2.8 "Plan" means the Yellow Corporation 2021 Paycor HCM, Inc. Annual Bonus Plan, as hereafter amended from time to time. View More
Definitions. For purposes of this Retention Agreement, the term: "Cause" means you shall have committed: (i) an intentional act of fraud, embezzlement or theft in connection with your duties or in the course of your employment with Colfax; (ii) intentional wrongful damage to property of Colfax or a Successor; (iii) intentional wrongful disclosure of secret processes or confidential information of Colfax or a Successor; (iv) an act or omission resulting in conviction of a criminal offense (other than minor tr...affic offenses); (v) intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty; or (vi) any such act which shall have been materially harmful to Colfax or a Successor taken as a whole. "End Date" shall mean December 31, 2022. "Good Reason" shall be defined as (i) a material reduction in the nature or scope of the responsibilities or duties attached to the position or positions with Colfax which you held immediately prior to entering into this Retention Agreement, a material reduction in the aggregate of your base salary and incentive pay opportunity to which you were entitled immediately prior to entering into this Retention Agreement or the termination of your rights to any material employee benefits to which you were entitled immediately prior to the entering into this Retention Agreement or a material reduction in scope or value thereof without your prior written consent; (ii) Colfax or a Successor (whichever you are employed by) shall relocate its principal executive offices, or Colfax or a Successor shall require you to have your assigned principal location of work changed, to any location which shall be in excess of fifty (50) miles from the location thereof immediately prior to entering into this Retention Agreement or Colfax or a Successor shall require you to travel away from your office in the course of discharging your responsibilities or duties significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of you prior to you entering into this Retention Agreement without, in either case, your prior written consent; or (iii) without limiting the generality of or the effect of the foregoing, any material breach of this Retention Agreement by Colfax or a Successor; provided, that Good Reason shall not exist unless and until you provide Colfax or a Successor with written notice of the act(s) alleged to constitute Good Reason within thirty (30) calendar days of the occurrence of such act(s) and describing such act(s) in reasonably sufficient detail to allow Colfax or a Successor to cure the act(s), and Colfax or a Successor fails to cure such act(s) within thirty (30) calendar days of receipt of such notice. Further, you must then exercise your right to terminate your employment for Good Reason within sixty (60) calendar days thereafter, in order for the termination to be for Good Reason. If you agree with the foregoing, please sign and date this Retention Agreement in the space provided for your signature, and return a signed copy to Patricia Lang prior to March 12, 2021. We look forward to your continued employment with Colfax. Sincerely, Colfax Corporation By: /s/ Matthew L. Trerotola Name: Matthew L. Trerotola Title: President and Chief Executive Officer Agreed to and accepted by: /s/ Daniel Pryor Name: Daniel Pryor EX-10.4 5 d147539dex104.htm EX-10.4 EX-10.4 Exhibit 10.4 March 5, 2021 Daniel Pryor 420 National Business Parkway 5th Floor Annapolis Junction, MD 20701 Re: Retention Agreement Dear Dan: In light of the strategic decision Colfax Corporation ("Colfax") has made to separate its ESAB and DJO businesses into two independent, publicly-traded companies (the "Transaction"), Colfax considers your continued services to be essential to protecting and enhancing the best interests of Colfax and its stockholders. For this reason Colfax would like to extend the following offer to you, in order to encourage your continued employment during the period prior, and immediately following the completion of the Transaction. Except as otherwise provided in this Retention Agreement, your acceptance of this offer (the "Retention Agreement") shall rescind and replace all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment or benefit; provided, however, that this Retention Agreement shall not supersede any other agreements between Colfax and you, and any employment letter, severance agreement, change in control agreement, and/or restrictive covenant agreement to which you and Colfax are a party shall remain in full force and effect. Further, this Retention Agreement does not supersede or effect your ability for benefits under any severance plan.View More
Definitions. For purposes of this Retention Agreement, the term: "Cause" means you shall have committed: (i) an intentional act of fraud, embezzlement or theft in connection with your duties or in the course of your employment with Colfax; Colfax or a Successor; (ii) intentional wrongful damage to property of Colfax or a Successor; (iii) intentional wrongful disclosure of secret processes or confidential information of Colfax or a Successor; (iv) an act or omission resulting in conviction of a criminal offen...se (other than minor traffic offenses); (v) intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty; or (vi) any such act which shall have been materially harmful to Colfax or a Successor taken as a whole. "End Date" shall mean December 31, 2022. "Good Reason" shall be defined as (i) a material reduction in the nature or scope of the responsibilities or duties attached to the position or positions with Colfax which you held immediately prior to entering into this Retention Agreement, a material reduction in the aggregate of your base salary and incentive pay opportunity to which you were entitled immediately prior to entering into this Retention Agreement or the termination of your rights to any material employee benefits to which you were entitled immediately prior to the entering into this Retention Agreement or a material reduction in scope or value thereof without your prior written consent; (ii) Colfax or a Successor (whichever you are employed by) shall relocate its principal executive offices, or Colfax or a Successor shall require you to have your assigned principal location of work changed, to any location which shall be in excess of fifty (50) miles from the location thereof immediately prior to entering into this Retention Agreement or Colfax or a Successor shall require you to travel away from your office in the course of discharging your responsibilities or duties significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of you prior to you entering into this Retention Agreement without, in either case, your prior written consent; or (iii) without limiting the generality of or the effect of the foregoing, any material breach of this Retention Agreement by Colfax or a Successor; provided, that Good Reason shall not exist unless and until you provide Colfax or a Successor with written notice of the act(s) alleged to constitute Good Reason within thirty (30) calendar days of the occurrence of such act(s) and describing such act(s) in reasonably sufficient detail to allow Colfax or a Successor to cure the act(s), and Colfax or a Successor fails to cure such act(s) within thirty (30) calendar days of receipt of such notice. Further, you must then exercise your right to terminate your employment for Good Reason within sixty (60) calendar days thereafter, in order for the termination to be for Good Reason. If you agree with the foregoing, please sign and date this Retention Agreement in the space provided for your signature, and return a signed copy to Patricia Lang prior to March 12, 2021. We look forward to your continued employment with Colfax. Sincerely, Colfax Corporation By: /s/ Matthew L. Trerotola Name: Matthew L. Trerotola Title: President and Chief Executive Officer Agreed to and accepted by: /s/ Daniel Pryor Shyam Kambeyanda Name: Daniel Pryor EX-10.4 5 d147539dex104.htm EX-10.4 EX-10.4 Shyam Kambeyanda EX-10.5 6 d147539dex105.htm EX-10.5 EX-10.5 Exhibit 10.4 10.5 March 5, 2021 Daniel Pryor Shyam Kambeyanda 420 National Business Parkway 5th Floor Annapolis Junction, MD 20701 Re: Retention Agreement Dear Dan: Shyam: In light of the strategic decision Colfax Corporation ("Colfax") has made to separate its ESAB and DJO businesses into two independent, publicly-traded companies (the "Transaction"), Colfax considers your continued services to be essential to protecting and enhancing the best interests of Colfax and its stockholders. For this reason Colfax would like to extend the following offer to you, in order to encourage your continued employment during the period prior, and immediately following prior to the completion of the Transaction. Except as otherwise provided in this Retention Agreement, your acceptance of this offer (the "Retention Agreement") shall rescind and replace all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention payment or benefit; provided, however, that this Retention Agreement shall not supersede any other agreements between Colfax and you, and any employment letter, severance agreement, change in control agreement, and/or restrictive covenant agreement to which you and Colfax are a party shall remain in full force and effect. Further, this Retention Agreement does not supersede or effect your ability for benefits under any severance plan. View More
Definitions. Unless otherwise defined in this Amendment, each capitalized term used but not otherwise defined herein has the meaning given to such term in the Amended Credit Agreement.
Definitions. Certain terms shall have the meanings set forth in Section 7 of this Amendment Agreement. Unless otherwise defined in this Amendment, Amendment Agreement, each capitalized term used but not otherwise defined herein has the meaning given to such term in the Amended Credit Agreement.
Definitions. 1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings: (a) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. (b) A Person shall be deemed the "Beneficial Owner" or to have "Beneficial Ownership" of and shall be deemed to "beneficially own" any securities which such Person or any of such Person's Affiliates or Associates is deemed to benefici...ally own, within the meaning of Rules 13d-3 and 13d-5 of the General Rules and Regulations under the Exchange Act. Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase, "then outstanding," when used with reference to a Person's Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed the Beneficial Owner hereunder. (d) "Group" shall have the meaning set forth in Section 13(d)(3) of the Exchange Act and Rule 13d-5 of the General Rules and Regulations under the Exchange Act. (e) "Subject Securities" means the Securities, including any equity securities issued or issuable directly or indirectly with respect to such Securities by way of any stock dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization. (f) "Subsidiary" of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person. (g) "Voting Securities" shall mean the shares of Common Stock; provided, however, that, "Voting Securities," when used in this Agreement in connection with a specific reference to any Person other than the Company, shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person. 1.2 Capitalized Terms. All other capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Purchase Agreement.View More
Definitions. 1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings: (a) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. (b) A Person shall be deemed the "Beneficial Owner" or to have "Beneficial Ownership" of and shall be deemed to "beneficially own" any securities which such Person or any of such Person's Affiliates or Associates is deemed to benefici...ally own, within the meaning of Rules 13d-3 and 13d-5 of the General Rules and Regulations under the Exchange Act. Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase, "then outstanding," when used with reference to a Person's Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed the Beneficial Owner hereunder. 1 (c) "Company Acquisition Transaction" shall mean (i) the commencement (within the meaning of Rule 14d-2 of the General Rules and Regulations under the Exchange Act) of a tender or exchange offer by a third party for at least fifteen percent (15%) of the then outstanding capital stock of the Company or any direct or indirect Subsidiary of the Company, (ii) the commencement by a third party of a proxy contest with respect to the election of any directors of the Company, (iii) any sale, license, lease, exchange, transfer, disposition or acquisition of any portion of the business or assets of the Company or any direct or indirect Subsidiary of the Company (other than in the ordinary course of business), or (iv) any merger, consolidation, business combination, share exchange, reorganization, recapitalization, restructuring, liquidation, dissolution or similar transaction or series of related transactions involving the Company or any direct or indirect Subsidiary of the Company. (d) "Group" shall have the meaning set forth in Section 13(d)(3) of the Exchange Act and Rule 13d-5 of the General Rules and Regulations under the Exchange Act. (e) "Subject Securities" means the Securities, including any equity securities issued or issuable directly or indirectly with respect to such Securities by way of any stock dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization. (f) "Subsidiary" of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person. (g) (f) "Voting Securities" shall mean the shares of Common Stock; provided, however, that, "Voting Securities," when used in this Agreement in connection with a specific reference to any Person other than the Company, shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person. 1.2 Capitalized Terms. All other capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Purchase Agreement. View More
