Entire Agreement Clause Example with 13 Variations from Business Contracts
This page contains Entire Agreement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Entire Agreement. This letter, together with the Confidentiality Agreement, sets forth the entire agreement and understanding between you and the Company with respect to your employment and supersedes all prior agreements and promises made to you by anyone, whether oral or written. This letter (and your employment at will status) may not be modified or amended except by a written agreement, signed by an officer of the Company, although the Company reserves the right to modify unilaterally your work location, comp...ensation, benefits, job title and duties, and reporting relationships. This letter will be governed by the laws of the State of California without regard to its conflict of laws provision. We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the Company's offer, please sign and date this letter in the space provided below and return it to me, along with a signed and dated copy of the Confidentiality Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition of my becoming employed (or my employment being continued) by MobileIron, Inc., a Delaware corporation (the "Company"), and in consideration of my employment relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following: 1. Employment Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the "Relationship." 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship at any time and for any reason, with or without cause or advance notice.View More
Variations of a "Entire Agreement" Clause from Business Contracts
Entire Agreement. This letter, together with Agreement and the Confidentiality Agreement, sets forth Confidentiality, Non-solicitation and Non-compete Agreement represent the entire agreement regarding the terms and understanding between you and the Company with respect to conditions of your employment and supersedes all supersede and completely replace any prior agreements and promises made to you by anyone, whether oral or written. This letter (and your employment at will status) may not be modified or amended ...except by a written agreement, signed by an officer of the Company, although the Company reserves the right to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships. This letter will be governed by the laws of the State of California without regard to its conflict of laws provision. We are all delighted to be able to extend you communication on this offer and look forward to working with you. To subject. Please indicate your acceptance of the Company's offer, please sign and date this letter in the space provided foregoing terms by signing below and return it returning a copy of this Agreement and the Confidentiality, Non-solicitation and Non-compete Agreement to me, the undersigned via hand delivery, electronic mail or facsimile. Very truly yours, Chairman of Compensation Committee of the Board of Directors Agreed and Accepted as of March ___, 2013: ____________________________________ Jeb Ball Schedule A EX-10.33 4 ex10-33.htm EXHIBIT 10.33 ex10-33.htm Exhibit 10.33 [MERISEL LETTERHEAD] March ___, 2013 Via Hand Delivery Jeb Ball [ADDRESS]1 Re: Employment Offer. Dear Jeb: The Board of Directors (the "Board") of Merisel, Inc. (hereinafter referred to, along with a signed its parents, subsidiaries, affiliates, divisions, successors and dated copy assigns, and each of their respective successors and assigns, as the "Company"), is pleased that you accepted the position of Executive Vice President and the Chief Operating Officer of the Confidentiality Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name Company effective as of December 6, 2012. This letter agreement (this "Agreement") shall be effective as of December 6, 2012 and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition shall govern the terms and conditions of my becoming employed (or my your continued employment being continued) by MobileIron, Inc., a Delaware corporation (the "Company"), and in consideration of my employment relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following: 1. Employment Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the "Relationship." 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship at any time and for any reason, with or without cause or advance notice. Company. View More
Entire Agreement. This letter, together with the Confidentiality Agreement, Agreement sets forth the entire agreement and understanding between you and the Company parties hereto with respect to your employment and supersedes all prior Rose's post-employment release of claims. Rose acknowledges that he has not relied on any representations, promises or agreements and promises of any kind made to you by anyone, whether oral or written. him in connection with his decision to accept this Agreement.11. Counterparts. ...This letter (and your employment at will status) Agreement may not be modified or amended except by executed in counterparts, and each counterpart, when executed, shall have the efficacy of a written agreement, signed by an officer original. Copies of such signed counterparts may be used in lieu of the Company, although originals for any purpose.ROSE IS ADVISED THAT HE HAS AT LEAST TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE. ROSE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO HIS SIGNING OF THIS AGREEMENT AND GENERAL RELEASE.ROSE MAY REVOKE THIS AGREEMENT AND GENERAL RELEASE FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY HE SIGNS THIS AGREEMENT AND GENERAL RELEASE. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO EXPEDITORS REPRESENTATIVE AND STATE, "I HEREBY REVOKE MY ACCEPTANCE OF OUR POST EMPLOYMENT RELEase AGREEMENT." THE REVOCATION MUST BE PERSONALLY DELIVERED TO ROBERT WRIGHT WITHIN SEVEN (7) CALENDAR DAYS AFTER HE SIGNS THIS AGREEMENT AND GENERAL RELEASE. ROSE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.ROSE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST RELEASEES.The parties knowingly and voluntarily sign this Post CEO Employment Release Agreement as of the Company reserves the right date(s) set forth below: EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. Date: ___________ By: ___________________________ Robert R. Wright Lead Independent Director Pursuant to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships. This letter will be governed Authorization by the laws Board at a Meeting on October 7, 2013. Date: ___________ By: ___________________________ Peter J. Rose EX-10.28 2 a201310-kex1028.htm EXHIBIT 2013 10-K EX 10.28 EXHIBIT 10.28SUCCESSION AGREEMENT This Succession Agreement ("Succession Agreement") is made and entered into by Expeditors International of Washington, Inc. ("Expeditors" or the "Company") and Peter Rose, on behalf of himself, his heirs, executors, administrators, successors and assigns (individually or collectively, as context requires, referred to throughout this Succession Agreement as "Rose", and, together with Expeditors, the "Parties").1.Satisfaction of Employment Agreement. Rose acknowledges and the Parties hereby agree that this Succession Agreement sets forth the full and final terms of Rose's separation of employment as Chief Executive Officer of Expeditors ("CEO") and shall be in full satisfaction of any financial or other obligations imposed on any Expeditors entity pursuant to the Amended and Restated Employment Agreement dated December 31, 2008 between Rose and Expeditors ("2008 Employment Agreement"). All provisions of the State of California without regard 2008 Employment Agreement that survive the transition from CEO to its conflict of laws provision. We Chairman are all delighted to be able to extend you restated in this offer and look forward to working with you. To indicate your acceptance of the Company's offer, please sign and date this letter in the space provided below and return it to me, along with a signed and dated copy of the Confidentiality Succession Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition of my becoming employed (or my employment being continued) by MobileIron, Inc., a Delaware corporation (the "Company"), and in consideration of my employment relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following: 1. Employment Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the "Relationship." 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship at any time and for any reason, with or without cause or advance notice.View More
Entire Agreement. This letter, together with the Confidentiality Agreement, Agreement sets forth the entire agreement between the parties, and understanding between you fully supersedes any and the Company with respect to your employment and supersedes all prior agreements and promises made or understandings between the parties pertaining to you by anyone, whether oral or written. This letter (and your employment at will status) may not be modified or amended except by a written agreement, signed by an officer th...e subject matter of the Company, although Agreement and/or Employee's employment with the Company reserves the right Company. PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. Sincerely, _______________________Leslie McMahonDirector, Talent I expressly acknowledge that I enter this Agreement knowingly and voluntarily, without any coercion or duress, and that I have had an adequate opportunity to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships. This letter will be governed by the laws of the State of California without regard to its conflict of laws provision. We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the Company's offer, please sign and date review this letter in the space provided below and return to consult my attorney regarding it to me, along with a signed the extent I wish to do so. I understand the contents of this letter, and dated copy I agree to all of the Confidentiality Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name its terms and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 conditions. Date: ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition ______________________________ Nathan Morley EX-10.30 2 skul-ex1030_123113x10k.htm EXHIBIT SKUL-EX10.30_12.31.13-10K Exhibit 10.30Separation Agreement This Separation Agreement ("Agreement") is entered into by Skullcandy (the "Company") and Nathan Morley ("Employee.") 1. Termination of my becoming employed (or my Employment. Employee acknowledges Employee's employment being continued) by MobileIron, Inc., a Delaware corporation (the "Company"), and in consideration of my employment relationship with the Company and my receipt was terminated effective September 13, 2013 ("Separation Date"), after which date Employee performed no further duties, functions or services for the Company.2. Payment of Moneys Owed. Employee acknowledges the Company has paid all compensation now and hereafter paid owed to me by Employee as a result of Employee's employment with the Company, I agree including but not limited to Employee's salary/wages through the following: 1. Employment Relationship. I understand Separation Date, all accrued but unused vacation/flex time through that date, all commissions and/or bonuses owed to Employee, and acknowledge all business expenses, if any, incurred by Employee as a result of Employee's employment with the Company. Employee further agrees that he has no present claim for wages or benefits, and that he is not and would not be entitled to any future wages or benefits pursuant to any claims, other than the severance pay and benefits under this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in Agreement.3. Additional Payment. Within fourteen (14) days after the employ of, or (ii) the duration of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon the date execution of this Agreement, the Company shall pay Employee a lump sum in the gross amount equal to $123,076.07 less appropriate income tax withholding and payroll deductions. The payment of this additional amount does not constitute continued employment or contractor status with the Company.4. Medical Insurance Continuation. If Employee elects to continue coverage for himself and his family under the Company's group medical plan pursuant to COBRA, the Company shall pay the premiums to continue such coverage from October 1, 2013 through December 31, 2013, for a period of three (3) months. Thereafter, Employee shall be referred solely responsible for any COBRA payments or continued coverage under the Company's medical plan (under the terms of COBRA).5. Acknowledgment of Full Payment. Employee acknowledges the payments and arrangements described in paragraphs 2 through 4 above shall constitute full and complete satisfaction of any and all amounts due and owing to herein Employee as the "Relationship." 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or a result of Employee's employment with the Company may terminate and/or the Relationship at termination of employment, and that in the absence of this Agreement, Employee would not be entitled to, among other things, the payments specified in paragraph 3 above and the continued medical insurance coverage specified in the first sentence of paragraph 4 above.6. Options. In accordance with IRS guidelines, Employee has 90-days from the Separation Date to exercise his vested stock options (if any), after which time any time unexercised options will be cancelled and for any reason, with or without cause or advance notice. forfeited. View More
Entire Agreement. This letter, together with LOI and all other agreements, exhibits, and schedules referred to in this LOI constitute(s) the Confidentiality Agreement, sets forth final, complete, and exclusive statement of the entire agreement terms of the agreements between the Parties pertaining to the subject matter of this LOI and understanding between you and the Company with respect to your employment describe general nature of transaction and supersedes all prior and contemporaneous understandings or agree...ments and promises made to you by anyone, whether oral or written. This letter (and your employment at will status) may not be modified or amended except by a written agreement, signed by an officer of the Company, although Parties. No Party has been induced to enter into this LOI by, nor is any Party relying on, any representation or warranty outside those expressly set forth in this LOI. Executed and agreed to effective the Company reserves ____, January, 2013. Turbine Truck Engines, Inc. By: _________________________________ Michael Rouse, Pres. & CEO BluGen, Inc. By: _________________________________ Haz Patel, Director Business Development The statements concerning AVRO Technologies, LTD ("AVRO") or Geoff Forrester are correct as stated herein: ______________________________________________ Geoff Forrester, Individually as well as for and on behalf Of AVRO EX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm EXHIBIT 10.1 Private & Confidential January 23, 2013 Mr. Mike Rouse, CEO Turbine Truck Engines, Inc. 46600 Deep Woods Rd. Paisley, Florida 32767 Re: Letter of Intent Dear Mike: This is a binding letter of intent ("LOI"). It embodies our phone meetings, emails, the right sharing to modify unilaterally your work location, compensation, benefits, job date under the NDA we have each executed and the discussions with Robert Scragg, whom we understand has conveyed to Turbine Truck Engines, Inc. ("TTE" or "you") much of his intellectual property. The subject of this LOI is a natural gas to Methanol technology ("GTM") which Mr. Scragg had at one time patented, but which patent has since expired, without there ever having been a commercialization of such GTM. Nonetheless, both Mr. Scragg and our technical sources believe the GTM worth exploring further. TTE has, or will have, on or before January 31, 2013, obtained from Mr. Scragg, all of his right, title and duties, interest, in and reporting relationships. to the GTM, and all related trade secrets, and all other rights in the GTM, of any type or nature whatsoever, held by Mr. Scragg or arising therefrom (hereinafter referred to as the "GTM Rights"). BluGen, Inc. ("BGI") is a California corporation specializing in unique energy related technologies. BGI is presently in the process of commercializing a natural gas to hydrocarbon liquid technology which gives BGI particular interest and expertise in evaluating and assisting with the TTE/Scragg the GTM. Let us also say, at the outset, that BGI is the "we," we are using herein. It should also be clear that "you" could, depending on the context refer to TTE, Robert Scragg or any other entity to whom ownership of the GTM Rights referenced above may be housed. The parties will pursue the creation of a legal structure consisting of a separate Joint Venture, coupled with any necessary licensing arrangements, for the purpose of pursing the commercializing of the GTM. This letter project shall be known as the "GTM Project" and the parties have agreed that prior to, or in conjunction with the creation of the formal Joint Venture, the following steps will be governed taken, in accordance with the timeline established, and by the laws assigned parties, at their sole cost and expense, each of which is undertaken in furtherance of the State Joint Venture: 1. Messrs Scragg and Patel, of California without regard TTE and BGI respectively, shall document the Scragg trade secrets, not disclosed in the expired patent, along with any critical know how, for insertion into the TTE license, to its conflict of laws provision. We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance clarify the definition of the Company's offer, please sign and date this letter in GTM Rights. TTE will license to BGI or the space provided below and return it to me, along with a signed and dated copy Joint Venture, all of the Confidentiality Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name GTM Rights, which license agreement will provide for TTE's retention of all GTM Rights until such time as the Joint Venture is established and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition of my becoming employed (or my employment being continued) by MobileIron, Inc., a Delaware corporation (the "Company"), and in consideration of my employment relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree such GTM Rights are either contributed or licensed to the following: Joint Venture; Completion Date: Maximum 1 Employment Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon month from the date hereof. (Which will entail proof of this Agreement, shall be referred concept &commercialization and removing critical risks) ......Completion Date: Maximum 6-9 months from successful completion of Step 1 to herein as the "Relationship." Step 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship at any time and for any reason, with or without cause or advance notice.View More
Entire Agreement. This letter, together offer letter and the Confidential Information and Limited Noncompetition Agreement set forth the terms of your employment with the Confidentiality Agreement, sets forth the entire agreement Company and understanding between you supersede and the Company with respect to your employment and supersedes all replace any prior agreements and promises made to you by anyone, understandings or agreements, whether oral or written. This offer letter (and your employment at will status...) may not be modified or amended except by a express written agreement, agreement that is signed by an officer you and by the Chief Executive Officer of the Company, although Company. This offer, if not accepted, will expire at the Company reserves the right to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships. This letter will be governed by the laws close of the State of California without regard to its conflict of laws provision. business on Friday, April 21, 2017. We are all delighted very excited about your decision to be able to extend join our team, and hope that you this offer and look forward to working with you. find the foregoing terms acceptable. To indicate your agreement with these terms and acceptance of the Company's our offer, please sign and date this letter and the attached Confidential Information and Limited Non-competition Agreement in the space spaces provided below and return it them to me, along me. A duplicate original of this offer letter is enclosed for your records. Sincerely, PETROLIA ENERGY By: ________________________________ Zel C Khan, CEO I HAVE READ AND HEREBY ACCEPT THIS OFFER OF EMPLOYMENT: Signature: ___________________________ James E Burns Dated: April 18, 2017 Enclosures: Duplicate Original Letter and Confidential Information Agreement 710 N Post Oak Road, Suite 512, Houston, TX 77024 EX-10.6 2 ex10-6.htm EX-10.6 EXHIBIT 10.6 April 18, 2017 RE: Offer of Employment Dear Mr. Burns: Dear Mr. Burns: I am pleased to offer you a position with Petrolia Energy, a signed Texas Corporation (the "Company"). This letter serves to confirm to you our offer of employment pursuant to the following terms and dated copy conditions: 1 Position. If you decide to join us, you will start in a full-time position as President beginning on Wednesday, April 19, 2017. You will have the duties and responsibilities customarily associated with such position and otherwise assigned to you by the Company. By signing this letter, you confirm to the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties for the Company. Your will report directly to the Chief Executive Officer of the Confidentiality Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition of my becoming employed (or my employment being continued) by MobileIron, Inc., a Delaware corporation (the "Company"), and in consideration of my employment relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following: 1. Employment Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the "Relationship." 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship at any time and for any reason, with or without cause or advance notice. Company. View More
Entire Agreement. This letter, together with the Confidentiality Agreement, sets forth Subject to Section 7, this Agreement represents the entire agreement and understanding between you the Company and the Company Grantee with respect to your employment these Restricted Shares and supersedes all prior agreements whether in writing or otherwise. The undersigned Grantee hereby accepts the award of Restricted Shares granted pursuant to this Agreement, subject to the terms and promises conditions of the Plan and the ...terms and conditions set forth herein. ____________________________________________ [Name] Date: ________________________________ -3- Executed in the name and on behalf of the Company at Cleveland, Ohio as of the ____day of ____________, 20___. FOREST CITY REALTY TRUST, INC. By: Name: David J. LaRueTitle: President, Chief Executive Officer and Director Name of Grantee: ___________________________ Date of Grant: ______________, 20___ Original Award: ___________Restricted Shares -4- EX-10.2 3 fcrt-10qex1023312017.htm EXHIBIT 10.2 Exhibit Exhibit 10.2FOREST CITY REALTY TRUST, INC.RESTRICTED SHARES AGREEMENT(Directors)WHEREAS, ______________ (the "Grantee") is a nonemployee director of Forest City Realty Trust, Inc. (the "Company"); WHEREAS, a grant of Restricted Shares to the Grantee, and the execution of a Restricted Shares Agreement in the form hereof (this "Agreement") to evidence such grant, were authorized by unanimous approval of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company on ____________, 20___ (the "Date of Grant"); andWHEREAS, the grant of Restricted Shares was made pursuant to you and in compliance with the Amended and Restated Board of Directors Compensation Policy (effective January 1, 2016), subject to a total grant date fair market value of $________________ for 20___ equity award grants.NOW, THEREFORE, pursuant to the Forest City Realty Trust, Inc. 1994 Stock Plan (the "Plan"), and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby confirms to the Grantee, effective as of the Date of Grant, the grant of the number of Restricted Shares that are shown on the signature page of this Agreement as the Original Award.1. Definitions. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided. As used in this Agreement, the following terms have the following meanings:"Disability" means disability as defined in the Long Term Disability Plan of the Company or a Subsidiary, as applicable, as amended from time to time. "Original Award" means the number of Restricted Shares indicated as the Original Award on the signature page of this Agreement.2. Issuance of Restricted Shares. The Restricted Shares will be treated as issued on the Date of Grant as fully paid and nonassessable Shares, which will be uncertificated and recorded in book-entry form by anyone, whether oral the Company or written. This letter (and your employment at will status) its transfer agent with a legend referring to the restrictions set forth in this Agreement.3. Restriction on Transfer. The Restricted Shares may not be modified transferred, sold, pledged, exchanged, assigned or amended otherwise encumbered or disposed of by the Grantee, except by to the Company, until they have become nonforfeitable in accordance with Section 4 of this Agreement. Any purported transfer, encumbrance or other disposition of the Restricted Shares that is in violation of this Section 3 will be null and void, and the other party to any such purported transaction will not obtain any rights to or interest in the Restricted Shares.4. Vesting. (a) All Restricted Shares included in the Original Award will become non-forfeitable on the first anniversary of the Date of Grant. (b) Notwithstanding the provisions of Section 4(a) or Section 5, all of the Restricted Shares will immediately become nonforfeitable if the Grantee terminates service as a written agreement, signed by an officer director of the Company after the Date of Grant due to the Grantee's death or Disability; or if the Grantee's service as a director terminates at or after age 65 with five or more years of continuous service as a director of the Company, although with the consent of the Committee.5. Termination of Rights and Forfeiture of Restricted Shares. Except for Restricted Shares that have become nonforfeitable, all of the Restricted Shares will be forfeited if the Grantee ceases to be a director of the Company reserves the right to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships. This letter will be governed by the laws of the State of California without regard to its conflict of laws provision. We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the Company's offer, please sign and date this letter for any reason other than provided in the space provided below and return it to me, along with a signed and dated copy of the Confidentiality Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition of my becoming employed (or my employment being continued) by MobileIron, Inc., a Delaware corporation (the "Company"), and in consideration of my employment relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following: 1. Employment Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the "Relationship." 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship Section 4(b) at any time and for any reason, with or without cause or advance notice. prior to the first anniversary of the Date of Grant. View More
Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This letter, together with Exercise Notice, the Confidentiality Agreement, sets forth Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement and understanding between you and of the Company parties with respect to your employment the subject matter hereof and supersedes supersede in their entirety all prior undertakings and agreements of the Company and promises made Participant wi...th respect to you by anyone, whether oral or written. This letter (and your employment at will status) the subject matter hereof, and may not be modified or amended adversely to the Participant's interest except by means of a written agreement, writing signed by an officer the Company and Participant. Submitted by: Accepted by: PARTICIPANT RITTER PHARMACEUTICALS, INC. Signature By «Name» Print Name Print Name -6- Address: «Address» Title «City State Zip» Address: 1801 Century Park East, No. 1820 Los Angeles, California 90067 Date Received -7- ATTACHMENT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Exercise Notice and Restricted Stock Purchase Agreement between the undersigned ("Participant") and Ritter Pharmaceuticals, Inc. (the "Company") dated _______________, ____ (the "Agreement"), Participant hereby sells, assigns and transfers unto the Company _________________________________ (________) shares of the Common Stock of the Company, although standing in Participant's name on the books of the Company reserves and represented by Certificate No. ____, and does hereby irrevocably constitute and appoint ________________________________________________ to transfer said stock on the right to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships. This letter will be governed by the laws books of the State Company with full power of California without regard to its conflict of laws provision. We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the Company's offer, please sign and date this letter substitution in the space provided below and return it premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO. Dated: _____________________ Signature: Michael D. Step Spouse of Michael D. Step (if applicable) Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to me, along with enable the Company to exercise its Repurchase Option set forth in the Agreement without requiring additional signatures on the part of Participant. -8- ATTACHMENT B ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING SECTION 83(b) ELECTION The undersigned (which term includes the undersigned's spouse), a signed and dated copy purchaser of the Confidentiality Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition ___________ shares of my becoming employed (or my employment being continued) by MobileIron, Common Stock of Ritter Pharmaceuticals, Inc., a Delaware corporation (the "Company"), "Company") by exercise of an option (the "Option") granted pursuant to the Company's 2008 Stock Plan (the "Plan"), hereby states as follows: 1. The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such shares. The undersigned has carefully reviewed the Plan and in consideration of my employment relationship with the option agreement pursuant to which the Option was granted. -9- 4. Neither the Company and my nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned's purchase of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law. Date: Michael D. Step Date: Spouse of Michael D. Step -10- ATTACHMENT C ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer's gross income or alternative minimum taxable income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer's receipt of the compensation now property described below: 1. The name, address, taxpayer identification number and hereafter paid taxable year of the undersigned are as follows: NAME OF TAXPAYER: Michael D. Step NAME OF SPOUSE: ________________ ADDRESS: IDENTIFICATION NO. OF TAXPAYER: _______________ IDENTIFICATION NO. OF SPOUSE: _______________ TAXABLE YEAR: __________ 2. The property with respect to me by which the Company, I agree to election is made is described as follows: ______________ shares of the following: 1. Employment Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration Common Stock of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the "Relationship." 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship at any time and for any reason, with or without cause or advance notice. Ritter Pharmaceuticals, Inc., a Delaware corporation (the "Company"). View More
Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This letter, together with Exercise Notice, the Confidentiality Agreement, sets forth Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement and understanding between you and of the Company parties with respect to your employment the subject matter hereof and supersedes supersede in their entirety all prior undertakings and agreements of the Company and promises made Participant wi...th respect to you by anyone, whether oral or written. This letter (and your employment at will status) the subject matter hereof, and may not be modified or amended adversely to the Participant's interest except by means of a written agreement, writing signed by an officer the Company and Participant. Submitted by: Accepted by: PARTICIPANT RITTER PHARMACEUTICALS, INC. Signature By «Name» Print Name Print Name -6- Address: Title «Address» Address: «City State Zip» 1801 Century Park East, No. 1820 Los Angeles, California 90067 Date Received -7- ATTACHMENT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Exercise Notice and Restricted Stock Purchase Agreement between the undersigned ("Participant") and Ritter Pharmaceuticals, Inc. (the "Company") dated _______________, ____ (the "Agreement"), Participant hereby sells, assigns and transfers unto the Company _________________________________ (________) shares of the Common Stock of the Company, although standing in Participant's name on the books of the Company reserves and represented by Certificate No. ____, and does hereby irrevocably constitute and appoint ________________________________________________ to transfer said stock on the right to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships. This letter will be governed by the laws books of the State Company with full power of California without regard to its conflict of laws provision. We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the Company's offer, please sign and date this letter substitution in the space provided below and return it premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO. Dated: _____________________ Signature: Michael D. Step Spouse of Michael D. Step (if applicable) Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to me, along with enable the Company to exercise its Repurchase Option set forth in the Agreement without requiring additional signatures on the part of Participant. -8- ATTACHMENT B ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING SECTION 83(b) ELECTION The undersigned (which term includes the undersigned's spouse), a signed and dated copy purchaser of the Confidentiality Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition ___________ shares of my becoming employed (or my employment being continued) by MobileIron, Common Stock of Ritter Pharmaceuticals, Inc., a Delaware corporation (the "Company"), "Company") by exercise of an option (the "Option") granted pursuant to the Company's 2008 Stock Plan (the "Plan"), hereby states as follows: 1. The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such shares. The undersigned has carefully reviewed the Plan and in consideration of my employment relationship with the option agreement pursuant to which the Option was granted. -9- 4. Neither the Company and my nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned's purchase of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law. Date: Michael D. Step Date: Spouse of Michael D. Step -10- ATTACHMENT C ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer's gross income or alternative minimum taxable income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer's receipt of the compensation now property described below: 1. The name, address, taxpayer identification number and hereafter paid taxable year of the undersigned are as follows: NAME OF TAXPAYER: Michael D. Step NAME OF SPOUSE: ________________ ADDRESS: IDENTIFICATION NO. OF TAXPAYER: _______________ IDENTIFICATION NO. OF SPOUSE: _______________ TAXABLE YEAR: __________ 2. The property with respect to me by which the Company, I agree to election is made is described as follows: ______________ shares of the following: 1. Employment Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration Common Stock of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the "Relationship." 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship at any time and for any reason, with or without cause or advance notice. Ritter Pharmaceuticals, Inc., a Delaware corporation (the "Company"). View More
Entire Agreement. This letter, together with Release supersedes any and all prior agreements between the Confidentiality Agreement, sets forth the entire agreement and understanding between you and the Company parties, except with respect to your any of Employee's continuing obligations contained in other binding agreements, which shall continue and remain in full force and effect per the terms of those agreements. CSI COMPRESSCO GP INC.: By: _/s/Timothy A. Knox__________________Its: _President___________________...______Date: __December 21, 2015______________KEVIN BOOK: _/s/Kevin Book______________________ Date: December 20, 2015 Address: __________________________ __________________________ Return signed original to:Donna Ramirez, Human Resources Manager, CSI Compressco P.O. Box 60760Midland TX 79711 3 EX-10.1 2 cclp8k-20151222_ex10x01.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1SEPARATION AND RELEASE AGREEMENTThis Separation and Release Agreement ("Release") is entered into by and between KEVIN BOOK ("Employee") and CSI COMPRESSCO GP INC. ("Employer"), as follows:1. Separation Payments and Conditions. Employer and Employee acknowledge and agree that the Employee's employment and supersedes all prior agreements and promises made to you by anyone, whether oral or written. This letter (and your employment at with Employer will status) may not be modified or amended except by a written agreement, signed by an officer of the Company, although the Company reserves the right to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships. This letter will be governed by the laws of the State of California without regard to its conflict of laws provision. We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the Company's offer, please sign and date this letter end effective December 4, 2015 ("Effective Employment Separation Date") in the space provided below and return it to me, along connection with a signed reduction in force. In consideration for Employee's promises contained herein, and dated copy provided that Employee does not revoke the Age Discrimination in Employment Act ("ADEA") release contained in Paragraph 3, Employer agrees to pay Employee a lump sum payment of $185,000.00, less withholdings, payable no sooner than the Confidentiality Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name eighth day after Employee executes the Release. Employee acknowledges and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition of my becoming employed (or my employment being continued) by MobileIron, Inc., a Delaware corporation (the "Company"), and in consideration of my employment relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree agrees that he/she is not otherwise entitled to the following: separation payment described in this Paragraph 1 Employment Relationship. I understand and acknowledge that other than said consideration, he/she is not entitled to any other wages, bonuses, or benefits in connection with this Agreement does not alter, amend decision or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the "Relationship." 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship at any time and for any reason, with or without cause or advance notice. otherwise. View More
Entire Agreement. This letter, together with the Confidentiality Agreement, sets forth Note constitutes the entire agreement and understanding between you and the Company parties with respect to your employment the subject matter hereof and supersedes any and all prior written or oral agreements and promises made understandings with respect to you by anyone, whether oral or written. This letter (and your employment at will status) may not be modified or amended except by the matters covered hereby. CARDINAL ENERG...Y GROUP, INC. a written agreement, signed by an officer of Nevada corporation By: Its: Address: Holder: By: Its: Address: 6 EX-4.2 3 ex4-2.htm EXHIBIT 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS CARDINAL ENERGY GROUP, INC. SENIOR SECURED CONVERTIBLE PROMISSORY NOTE $_________________ _____________, 2014 FOR VALUE RECEIVED, the Company, although the Company reserves the right to modify unilaterally your work location, compensation, benefits, job title and duties, and reporting relationships. This letter will be governed by undersigned, CARDINAL ENERGY GROUP, INC. (CEGX.OB), a company organized under the laws of the State of California without regard Nevada (the "Company"), promises to pay to the order of _____________________________________________________________________________ or its conflict registered assigns (the "Holder"), the principal sum of laws provision. We are all delighted to be able to extend you this offer and look forward to working _________________________________ dollars ($___________), with you. To indicate your acceptance interest from the date hereof at the rate of 10% per annum on the unpaid balance hereof until paid. This Note was issued in connection with the Company's private offering (the "Offering") of units of the Company's offer, please sign securities (the "Units"), each Unit consisting of $50,000 par value 12% Senior Secured Convertible Promissory Notes maturing December 31, 2015 and date this letter warrants to purchase 20,000 shares of the Company's Common Stock until Expiration Date (a "Warrant Share"), pursuant to a Private Placement Memorandum dated November 29, 2012 (the "Memorandum") and is subject to the terms of a Subscription Agreement (the "Subscription Agreement") incorporated therein to which the initial Holder is a party. Capitalized terms used and not otherwise defined herein will have the respective meanings ascribed to such terms in the space provided below and return it to me, along with a signed and dated copy of the Confidentiality Agreement. Sincerely, MobileIron, Inc. /s/ Jared J. Lucas______________________ Signature Jared J. Lucas, Chief People Officer Printed Name and Title October 29, 2017______________________ Date ACCEPTED AND AGREED /s/ Greg Randolph_______________________Employee Signature October 29, 2017________________________Date October 30, 2017 ______________________ Start Date Attachment A: CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition of my becoming employed (or my employment being continued) by MobileIron, Inc., a Delaware corporation (the "Company"), and in consideration of my employment relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following: 1. Employment Relationship. I understand and acknowledge that this Agreement does not alter, amend or expand upon (i) any rights I may have to continue in the employ of, or (ii) the duration of my employment relationship with, the Company under any existing agreements between the Company and me or under applicable law. Any employment relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the "Relationship." 2. At-Will Relationship. I understand and acknowledge that the Relationship is and shall continue to be at-will, meaning that either I or the Company may terminate the Relationship at any time and for any reason, with or without cause or advance notice. Memorandum. View More
