albertvillanova/legal_contracts · Datasets at Hugging Face

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Exhibit 10.2 NEUROTECH PHARMACEUTICALS, INC. 2006 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. This 2006 Non-Employee Directors Stock Option Plan (the "Plan") is intended as an inc...
Exhibit 10.55 First Amendment to Lease Agreement THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made effective as of January 27, 2006 (the “Effective Date”), by and between MOFFET OFFICE PARK INVESTORS LLC, a Delaware limited liability company (“Landlord”) and MOLECULAR DEVICES CORPORATION...
Exhibit 10.22 SANDERSON FARMS, INC. FORM OF PERFORMANCE SHARE AGREEMENT This PERFORMANCE SHARE AGREEMENT (this “Agreement”), made and entered into as of the ___day of , 2006 (the “Grant Date”), by and between (the “Participan...
Exhibit 10.1 SUMMARY OF EXECUTIVE OFFICER COMPENSATION FOR 2006 Executive Officer Compensation for 2006—Base Salary and Target Bonus On March 16, 2006, the Compensation Committee of the Board of Directors of Sepracor Inc. (the “Company”) approved the annual salaries to be paid to the Company’s executive officers dur...
Exhibit 10.1 [Execution Version] CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT dated as of September 24, 2006 among RELIANT ENERGY POWER SUPPLY, LLC, The Other Reliant Retail Obligors referred to herein, as Reimbursement Guarantors, MERRILL LYNCH COMMODITIES, INC., as Sleeve Provider, and MERRILL LYNCH & ...
Exhibit 10.2 SEVERANCE COMPENSATION AGREEMENT This Agreement is effective as of the date it is signed by both AQUILA, INC., a Delaware corporation (the "Company"), and Beth A. Armstrong ("Executive"). WHEREAS, the Company's Board of Directors has determined that it is appropriate to reinforce and encourage ...
Exhibit 10.41 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF COMMUNITY VALLEY BANCORP’S COMMON STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE COMMUNITY VALLEY BANCORP 2000 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF COMMUNITY VALLEY BANCORP. COMMUNITY VALLEY BA...
Exhibit F.3.1 Form of Change Order Reference is made to the Wind Turbine Supply Agreement, dated as of September 29, 2006 (the “Agreement”), by and between Madison Gas and Electric Company, a Wisconsin corporation (“Buyer”), and Vestas-American Wind Technology, Inc., a California corporation (“Supplier...
Exhibit 10.8 LOGO [g27112img001.jpg] LIMITED LIABILITY PARTNERSHIP EXECUTION VERSION ACE EUROPEAN HOLDINGS NO.2 LIMITED as Borrower ACE LIMITED as Guarantor THE ROYAL BANK OF SCOTLAND plc and HSBC SECURITIES (USA) INC. as Lead Arrangers THE ROYAL BANK OF SCOTLAND plc as Agent and...
EXHIBIT 10.3 LCOS SUPPLY AGREEMENT ("Agreement") Dated as of: July 1, 2004 (the "Effective Date") THE SELLER: SPATIALIGHT, INC., a New York corporation (hereinafter referred to as "SpatiaLight") Address: 5 Hamilton Landing, Suite ...
Exhibit 10.31 SUPERVALU INC. 2002 STOCK PLAN STOCK OPTION AGREEMENT This agreement is made and entered into as of the Grant Date indicated below, by and between SUPERVALU INC. and the individual whose name and signature appears below (“Optionee”). The Company has established the 2002 Stock Plan (the “Plan”), under...
Exhibit 10.2 LIMITED WAIVER AND AMENDMENT Dated as of March 3, 2006 Citicorp North America, Inc., as Administrative Agent and Collateral Agent Two Penns Way, Suite 200 New Castle, Delaware 19720 Re: Sunstone Hotel Partnership, LLC Term Credit Facility Ladies and Gentlemen: Reference is made to that certai...
Exhibit 10.2 ANNEX I to AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (GOLDMAN SACHS MORTGAGE COMPANY) -------------------------------------------------------------------------------- TABLE OF CONTENTS Page 1. APPLICABILITY; OTHER APPLICABLE ANNEXES 1 2. ADDITIONAL A...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.50 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement ("Agreement") is by and between Reliant Energy, Inc. (the "Company"), Reliant Energy Corporate Services, LLC (the "Employer") and Michael L. Jines ("Executive"). ...
Exhibit 10.60 WYETH 2005 (409A) DEFERRED COMPENSATION PLAN (effective January 1, 2005) PURPOSE The Plan is an unfunded deferred compensation plan that provides certain key Employees with the opportunity to voluntarily defer receipt of a portion of their compensation. Wyeth adopted the Plan to enable the Company to...
Exhibit 10.16 THE EXERCISE OF AN OPTION OR THE SALE OF SHARES ACQUIRED UNDER AN OPTION MAY RESULT IN SIGNIFICANT TAX CONSEQUENCES TO OPTIONEE. OPTIONEE SHOULD SEEK INDEPENDENT TAX AND LEGAL ADVICE BEFORE EXERCISING AN OPTION OR SELLING SHARES. THE COMPANY ASSUMES NO RESPONSIBILITY FOR ADVISING OPTIONEE REGARDING TA...
blue ball logo [bluelogo.jpg] Exhibit 10.15 Ball Corporation 345 South High Street, Muncie, IN 47305-2326 (317) 747-6100 PERSONAL & CONFIDENTIAL January 24, 1996 Dear _________________, Ball Corporation (the "Corporation") considers it essential to the best in...
Credit Agrmt Exhibit 10.17 U.S. $12,000,000 CREDIT AGREEMENT, dated as of November 28, 2006 among SONORAN ENERGY, INC., as the Borrower, CERTAIN INSTITUTIONAL LENDERS as the Lenders, and NGPC ASSET HOLDINGS, LP, as Administrative Agent for the Lenders ------------------------------------------...
Exhibit 10.1 [NOTICE: This Document Contains A Waiver Of Any Claims You Might Have Under The Age Discrimination In Employment Act. You are Advised to Consult With an Attorney Before Signing This Document] GENERAL RELEASE & SEPARATION AGREEMENT THIS GENERAL RELEASE & SEPARATION AGREEMENT is made and entere...
Exhibit 10.3 November 9, 2006 Christopher D. Genry 1449 Wynkoop, No. 402 Steelbridge Building Denver, CO 80202 Re: Separation of Employment from United Dominion Realty Trust, Inc. Dear Chris: As we have discussed, your employment with United Dominion Realty Trust, Inc. (the “Company”) will end effective Dec...
FEE AGREEMENT GPH LIQUIDATING TRUST This Fee Agreement (this “Agreement”) is made as of May 17, 2006 (the “Closing Date”), by and between Joseph F. Barone, a New Jersey resident (“Trustee”), and GPH Liquidating Trust, a Delaware statutory trust (the “Trust”). W I T N E S S E T H WHEREAS, pursuant to a Trust Agreeme...
Exhibit 10.1 AGREEMENT AS TO ASHWORTH, INC. EXECUTIVE EMPLOYMENT AGREEMENT WITH RANDALL L. HERREL, SR. This Agreement is effective as of September 12, 2006 (the “Effective Date”) and pertains to and confirms certain understandings regarding, and amends, that certain Second Amended and Restated Executive Emplo...
Exhibit 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT (TIER I) This Amendment to Employment Agreement between Magellan Health Services, Inc. (“Employer”) and Daniel Gregoire entered into as of this 28th day of July, 2006 (“Employee”). WHEREAS, Employer and Employee desire to amend the terms of the Employment Agreemen...
QuickLinks -- Click here to rapidly navigate through this document Exhibit 10(e)(e) HEWLETT-PACKARD COMPANY <PLAN> RESTRICTED STOCK UNIT AGREEMENT THIS AGREEMENT, dated <GRANT DATE> between Hewlett-Packard Company, a Delaware Corporation ("Company"), and <EMPNO> <NAME> (the "Employee"), is entered into ...
EXHIBIT 10-C-2 Description of Long-Term EBIT Bonus Plan Established Under the Management Incentive Plan The Company had in effect during 2003, 2004 and 2005 a long-term incentive performance plan established under the Management Incentive Plan which was approved by stockholders at the Company’s April 15, 2004 ...
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (this “Agreement”) dated as of July 1, 2006, between Metro One Telecommunications, Inc., an Oregon corporation (the “Company”), and Jingle Networks, Inc., a Delaware corporation (“Holder” or “JNI”). RECITALS WHEREAS, pursuant to that certain T...
-------------------------------------------------------------------------------- Exhibit 10.1 RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT Energizer Holdings, Inc. (“Company”), pursuant to its 2000 Incentive Stock Plan (the “Plan”), grants to __________ (“Recipient”) a Restricted Stock Equivalent Award of _____ rest...
Exhibit 10.1 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT CIPHERGEN BIOSYSTEMS, INC. and The Initial Purchasers of Ciphergen Biosystems, Inc.’s 7.00% CONVERTIBLE SENIOR NOTES DUE 2011 Dated as of November 15, 2006 -------------------------------------------------------------------------------- R...
Exhibit 10.1 THE MILLS CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on this 3rd day of April 2006 (the “Effective Date”), by and between THE MILLS CORPORATION, a Delaware corporation (the “Company”), and F. SCOTT BALL (“Executive”). Recitals R-1 The Company is e...
Exhibit 10.5 Employee Stock Option Agreement This Employee Stock Option Agreement (this “Agreement”) is made this 30th day of June, 2006, between Electric City Corp., a Delaware corporation (the “Company”) and Daniel Parke (the “Holder”). WHEREAS, Holder is an employee of Parke Industries, LLC, a subsidiary of the...
AMENDMENT NUMBER 2006-1 to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of March 16, 2005 among ECC CAPITAL CORPORATION, BRAVO CREDIT CORPORATION, ENCORE CREDIT CORP. and WACHOVIA BANK, NATIONAL ASSOCIATION This AMENDMENT NUMBER 2006-1 (this “Amendment 2006-1”), is made this 14th day of March, 2006, a...
Exhibit 10.1 COVAD COMMUNICATIONS GROUP, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of this 8th day of December, 2006, by and between Covad Communications Group, Inc., a Delaware corporation (the “Company”), and Diana Leonard (“Indemnitee”). WHEREAS, the Compan...
Exhibit10.2 AGREEMENT This Agreement (“Agreement”) is made as of October 27, 2006, by and among CRAUN Research Sdn. Bhd., a limited liability company organized under the laws of Malaysia (the “Purchaser”), Advanced Life Sciences Holdings, Inc., a Delaware corporation (“Holdings”), and Advanced Life Sciences, Inc.,...
EXHIBIT 10.9 Summary Sheet of Executive Cash Compensation and Award Formula under the 2004 Key Officers Incentive Plan The following table sets forth the current base salaries provided to the Company’s CEO and four most highly compensated executive officers. Salary increases are determined annually in March. ...
EXHIBIT 10.3 WARRANT REGISTRATION RIGHTS AGREEMENT THIS WARRANT REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2006, by and between Martha Stewart Living Omnimedia, Inc., a Delaware Corporation (the “Company”), and Mark Burnett (the “Holder”). WHEREAS, the Comp...
Exhibit 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”) is entered into as of January 27, 2006 (the “Effective Date”), by and between Raptor Pharmaceutical Inc., a Delaware corporation (“Raptor”), and BioMarin Pharmaceutical Inc., a Delaware corporation (“BioMarin”). BioMarin and Raptor are ...
Exhibit 10.3 AETNA PERFORMANCE UNIT AWARD AGREEMENT AETNA PERFORMANCE UNIT AWARD AGREEMENT, dated as of between AETNA INC., a Pennsylvania corporation (the “Company”), and (the “Executive”) pursuant to the Company’s 2000 Stock Incentive Plan (the “Plan”). ...
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 3rd day of November, 2006, by and between First Federal Bank, a federal savings bank (“Employer”), and Mark A. Tyrpin (“Executive”) and shall be effective immediately upon the consummation of the Merger ...
Exhibit 10.2 Execution Copy TERM COMMITMENT NOTE $10,000,000.00 Palo Alto, California January 4, 2006 FOR VALUE RECEIVED, the undersigned NATUS MEDICAL INCORPORATED (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 400 Hamilton Avenue, Pa...
Exhibit 10(s) AMENDMENT SEVEN TO THE FLEETBOSTON FINANCIAL CORPORATION RETIREMENT INCOME ASSURANCE PLAN (1996 Restatement) Instrument of Amendment THIS INSTRUMENT is executed by BANK OF AMERICA CORPORATION, a Delaware corporation with its principal office and place of business in Charlotte, North Caroli...
EX EXHIBIT 10.5 AMENDED AND RESTATED TAX INDEMNITY AGREEMENT THIS AMENDED AND RESTATED TAX INDEMNITY AGREEMENT (the "Agreement") is made and entered into this 10th day of January, 2006 by and among PRIME GROUP REALTY, L.P., a Delaware limited partnership ("Prime"), ROLAND E. CASATI ("Casati") RICHARD A. ...
Exhibit 10.1 TELEFLEX INCORPORATED 155 South Limerick Road Limerick, PA 19468 July 31, 2006 Mr. John J. Sickler 155 South Limerick Road Limerick, PA 19468 We are pleased to confirm this amended and restated agreement, effective as of March 7, 2005, with you respecting your continuing employment, service as a ...
Exhibit 10.1 EXECUTION COPY AGREEMENT For ENGINEERING, PROCUREMENT, AND CONSTRUCTION SERVICES for 42 - INCH SABINE PASS PIPELINE PROJECT between CHENIERE SABINE PASS PIPELINE COMPANY and WILLBROS ENGINEERS, INC. -------------------------------------------------------------------------------- AGREEMENT T...
EXHIBIT 10.4 AMENDMENT TO TERMINATION AGREEMENT THIS AMENDMENT (the “Amendment”) to the Termination Agreement dated as of , ___, as amended to date (the “Termination Agreement”), between PetroQuest Energy, Inc., a Delaware corporation (the “Company”), and (the “Executi...
SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May 31, 2006, by and among Ness Energy International, Inc., a Washington corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”). WHEREAS, th...
Exhibit 10.7 NOTICE OF RSU NON-EMPLOYEE DIRECTOR NYMEX HOLDINGS, INC. NOTICE OF RESTRICTED STOCK UNIT AWARD Conditioned upon the consummation of the initial public offering of NYMEX Holdings, Inc. common stock, the “Grantee”) has been granted an Award of Restricted Stoc...
Exhibit 10.36 REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT (“Agreement”) is executed as of the 19th day of December, 2005 (the “Execution Date”), by DUKE REALTY Ohio, an Indiana general partnership (“Seller”), and BUILD-A-BEAR WORKSHOP, INC., a Delaware corporation (“Buyer”). WITNESSETH:...
Exhibit 10.19 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. SUPPLY AGREEMENT FOR STERITECH COMPOUND [ * ] Agreement, effective a...
Kirkland’s, Inc. 805 North Parkway Jackson, Tennessee 38305 (901) 668-2444 May 30, 2006 Via Hand Delivery Robert E. Alderson, Esquire Re: Severance Rights Dear Robert: On behalf of Kirkland’s, Inc. (the “Company”), this letter memorializes certain severance commitments we have made to you. Specifica...
Exhibit 10.1 Federal Home Loan Banks P&I Funding and Contingency Plan Agreement This Federal Home Loan Banks P&I Funding and Contingency Plan Agreement (“Agreement”) is entered into as of this 20th day of July, 2006 (the “Effective Date”) by and among the Office of Finance (the “OF”) and each of the Federal Home Loan...
EXHIBIT 10.2 NESTOR, INC. Incentive Stock Option Agreement Granted Under 2004 Stock Incentive Plan 1. Grant of Option. This agreement evidences the grant by Nestor, Inc. a Delaware corporation (the “Company”), on May 5, 2006 (the “Grant Date”) to Teodor Klowan, Jr., an employee of the Company (the “Participant...
EXHIBIT 10.1 SECOND AMENDMENT TO THE HOMEBANC MORTGAGE CORPORATION 401(K) RETIREMENT PLAN THIS SECOND AMENDMENT TO THE HOMEBANC MORTGAGE CORPORATION 401(K) RETIREMENT PLAN (the “Plan”) is made effective on the date indicated below by HomeBanc Corp. W I T N E S S E T H: WHEREAS, the Plan was adopted effective...
00000000urn:schemas-microsoft-com:office:smarttags013f Loan Agreement Loan Agreement entered into this 12`h day of August, 2005 by and between the f)CI USA, Inc., (hereinafter "MIU"), a StateNew York corporation, and AMEREX Companies, Inc. (hereinafter, an placeStateOklahoma corporation, according to the recitals, te...
Exhibit 10.2(a) FIDELITY BANKSHARES, INC. CHANGE IN CONTROL AGREEMENT FOR RICHARD D. ALDRED This CHANGE IN CONTROL AGREEMENT (“Agreement”) is made effective as of December 20, 2005 by and between Fidelity Bankshares, Inc., a Delaware corporation (the “Company”) with its principal office at 205 Datura Street, West ...
Exhibit 10.2 NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN AND RESTRICTED STOCK UNIT PLAN Waiver Agreement This Waiver Agreement entered into as of January 27, 2006, by and between Norfolk Southern Corporation (Co...
Exhibit 10.5.15 THE CALPINE INCENTIVE PROGRAM The Calpine Incentive Program consists of four separate programs: (1) the Emergence Incentive Plan; (2) the Management Incentive Plan; (3) the Supplemental Bonus Plan and (4) the Discretionary Bonus Plan. These four programs are set forth below. 1. The Emergenc...
Exhibit 10.45 LETTER AGREEMENT November 21, 2005 Julian Feneley Dear Julian As you know, BriteSmile, Inc. (the “Company”) has retained Piper Jaffrey as its investment banker to explore alternatives to enhance shareholder value. Such alternatives may involve a future sale of (i) all or s...
Exhibit 10.36(a) EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") is made August 21, 2006, to be effective as indicated herein, by and between Steiner Leisure Limited, a Bahamas international business company (the "Company"), and Stephen Lazarus ("Employee"). W I T N E S S E T ...
Exhibit 10.71 TCBY SYSTEMS, LLC Distribution Service Agreement with Kaleel Brothers, Inc. March 1, 2006 1 -------------------------------------------------------------------------------- DISTRIBUTION AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of March, 2006, by and between TCBY System...
Exhibit 10.55 EMPLOYMENT AGREEMENT This Employment Agreement is entered into on January 1, 2006 by and between Cord Blood America, Inc., a Florida corporation (the "Company"), and Matthew L. Schissler, an individual (the "Executive"). WITNESSETH: WHEREAS, the Executive has served...
Exhibit 10.2 THRIFT PLAN RESTORATION PLAN FOR SALARIED EMPLOYEES OF LUFKIN INDUSTRIES, INC. 1. Introduction The following are the provisions of the THRIFT PLAN RESTORATION PLAN FOR SALARIED EMPLOYEES OF LUFKIN INDUSTRIES, INC. (hereinafter referred to as the “Restoration Plan”) which is being established b...
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is effective as of the 31st day of August, 2004, by and between G&K Services, Inc., a Minnesota corporation with (“Employer”); and Richard L. Marcantonio, a resident of the State of Minnesota (“Executive”). INTRODUCTION A. Employment and Protection of...
Exhibit 10.15 EMPLOYMENT AGREEMENT FOR MARK YEAGER -------------------------------------------------------------------------------- Table of Contents 1. Employment 1 2. Employment Period 1 3. Services / Place of Employment 3 4. Compensation and Benefi...
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-------------------------------------------------------------------------------- CONTRACT OF SALE BETWEEN THE ENTITIES LISTED ON EXHIBIT A HERETO AND THE ENTITIES LISTED ON EXHIBIT B HERETO DATED AS OF MAY 5, 2006 ---------------------------------------------...
Exhibit 10.1 WARNER MUSIC GROUP CORP. DIRECTOR RESTRICTED STOCK AWARD AGREEMENT THIS DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of the 2nd day of March, 2006 (hereinafter the “Date of Grant”), between Warner Music Group Corp., a Delaware corporation, (the “Company”), and Miche...
GUARANTY The undersigned, for value received, unconditionally and absolutely guarantee(s) to Comerica Bank ("Bank") and to the Bank's successors and assigns, payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness to the Bank of Akeena Solar, Inc. ("B...
EXHIBIT 10.1 [logo.jpg] GENERAL TERMS AGREEMENT between Spirit AeroSystems, Incorporated Tulsa Facility and LMI Aerospace, Incorporated Spirit AeroSystems-GTA-T5P2-YB001851 Amendment 1 -------------------------------------------------------------------------------- [logo.jpg] TABL...
Exhibit 10.17 TWO PARAGON CENTRE AMENDED AND RESTATED LEASE AGREEMENT BY AND BETWEEN PARAGON CENTRE HOLDINGS, LLC, AS LANDLORD AND TEXAS ROADHOUSE HOLDINGS LLC, AS TENANT January 1, 2006 -------------------------------------------------------------------------------- LEASE AGREEMENT TABLE OF CONTENTS ARTI...
-------------------------------------------------------------------------------- Exhibit 10-ii Michael J. LaVelle - Terms and Conditions of Retirement and Consulting Agreement · On December 31, 2005, Mr. LaVelle will receive a lump sum distribution of approximately $1.4 million from the Company’s Special Executiv...
Exhibit 10.9 EXECUTION COPY $100,000,000 CREDIT AGREEMENT Dated as of October 19, 2006 Among GLADSTONE BUSINESS INVESTMENT LLC as the Borrower GLADSTONE MANAGEMENT CORPORATION as the Servicer THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO as Committed Lenders THE COMMERCIAL PAPER LENDERS...
EXHIBIT 10.1 TERMINATION AGREEMENT This Termination (Agreement) is made and entered into by and between Custom Switching Technologies, Inc., (CSTi) a California Corporation, and Cognigen Networks, Inc.(Cognigen), a Colorado corporation. RECITALS CSTi and Cognigen are parties to a Master Services Agreement...
Exhibit 10.3 [FORM OF EMPLOYEE STOCK APPRECIATION RIGHT AWARD AGREEMENT (TIME VESTED)] STOCK APPRECIATION RIGHT AWARD AGREEMENT UNDER THE DREAMWORKS ANIMATION SKG, INC., 2004 OMNIBUS INCENTIVE COMPENSATION PLAN dated as of «Month» «Day», «Year», between DreamWorks Animation SKG, Inc. (the “Company”), a Delaware Corpo...
EXHIBIT 10.2 Guaranty Supplement The undersigned hereby agrees to be bound as a Guarantor for purposes of the Subsidiary Guaranty, dated as of October 27, 2004 (as amended, amended and restated, supplemented and otherwise modified from time to time, the “Guaranty”), among Guardian Assets, Inc., Unitive, ...
AMENDMENT This AMENDMENT (this “Amendment”), dated effective as of June 22, 2006, is entered into by and between GVI SECURITY SOLUTIONS, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of that certain Term Note, dat...
Exhibit 10.1 RESTRICTED SHARE AGREEMENT PARK-OHIO HOLDINGS CORP. This Restricted Share Agreement (this “Agreement”) is made as of , by and between Park-Ohio Holdings Corp., (the “Company”) and , an employee of the Company or wholly owned subsidiary of the Company (the “...
Exhibit 10.12 Translation of $724,944 (RMB Yuan 6 million) loan between GoVideo DigiTech (Huizhou) Ltd. and TCL Corp. Control number: JT2005001 Agreement of Internal loans of TCL Industries Holdings (Hong Kong) Debitor (“Party A)”): GoVideo DigiTech (Huizhou) Ltd Creditor (“Party B”): TCL Corp. . P...
AMENDMENT TO 1997 LONG-TERM STOCK INCENTIVE PLAN WHEREAS, the Polo Ralph Lauren Corporation (the “Company”) sponsors the Polo Ralph Lauren Corporation 1997 Long-Term Stock Incentive Plan (as Amended and Restated as of August 12, 2004) (the “Plan”); WHEREAS, the Board of Directors of the Company (the “Boa...
Exhibit 10.1 AMENDMENT NO. 2 TO THE STEP-UP EQUITY FINANCING AGREEMENT Dated as of September 30, 2006 CELL THERAPEUTICS, INC. SOCIÉTÉ GÉNÉRALE -------------------------------------------------------------------------------- AMENDMENT NO. 2 TO THE STEP-UP EQUITY FINANCING AGREEMENT BETWEEN CELL THERAPEUTICS,...
EXHIBIT 10.23 FIRST AMENDMENT TO TRANSITION AGREEMENT WHEREAS, a transition agreement (the “Agreement”) was entered into, effective as of August 10, 2005, between Genentech, Inc., One DNA Way, South San Francisco, CA 94080, and Myrtle Potter; WHEREAS, Section 6 of the Agreement provides that the parties...
Exhibit 10.92 SECOND AMENDMENT TO THE WORLDSPAN TECHNOLOGIES INC. STOCK INCENTIVE PLAN This SECOND AMENDMENT TO THE WORLDSPAN TECHNOLOGIES INC. STOCK INCENTIVE PLAN (“Plan”), is adopted by Worldspan Technologies Inc. with the consent of the Chief Executive Officer of Worldspan, L.P. effective as of June 15, 2006: 1....
EXHIBIT 10.2 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of the 28th day of August, 2006, by FERTWALL PROPERTIES, LTD. (“Fertwall”), BARRY DISTRIBUTION CENTER DE MEXICO, S.A. DE C.V., a Mexican corporation (“Tenant”), and R.G. BARRY CORPORATION, an Ohio corporation (“G...
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This Fourth Amendment to Amended and Restated Loan Agreement (this “Fourth Amendment”) is entered into as of the 29th day of March, 2006, to be effective as of June 30, 2005 (the “Effective Date”) by and among THREE D OIL CO. OF KILGORE, INC., a Texas corpor...
-------------------------------------------------------------------------------- Exhibit 10.2 LETTER OF SUPPORT In consideration of Danske Bank A/S (the “Bank") at our request having granted or undertaken to grant the following credit facilities (“the Facilities”): Multi option facility……………………... DKK 1...
Exhibit 10.35 December 1, 2005 Mr. Howard K. Aihara 2366 Tryall Tustin, CA 92782 AGREEMENT Dear Mr. Aihara: 1. Reference is made to (i) the Alliance Imaging, Inc. 1999 Equity Plan (the “Option Plan”) and (ii) the Stock Option Agreement (the “Option Agreement”) between Alliance Imaging, Inc. (the “Company...
Exhibit 10.2 CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT This CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2006, by and among SITEL CORPORATION, a Minnesota corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such S...
EXHIBIT 10.2 CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to INTERNATIONAL RECTIFIER SOUTHEAST ASIA PTE. LTD. (the “Borrower”) pursuant to the Credit Agre...
Exhibit 10.2 April 14, 2006 Mr. Paul V. Cusick, Jr. 66 Edmunds Road Wellesley, MA 02482 Dear Paul: This letter will serve to confirm our discussions and agreement regarding your future role with the Company. You have indicated your desire to limit your business activities in anticipation of your fu...
RESIDENTIAL ACCREDIT LOANS, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, ...
SOE – Red Mile Co-publishing Agreement Execution Version dated March 30, 2005 Page 1 Exhibit 10.1 CO-PUBLISHING AGREEMENT THIS CO-PUBLISHING AGREEMENT (“Agreement”) is made and entered into as of March 30, 2005 (the “Effective Date”) in San Diego, California, USA by and between Red Mile Entertainment, Inc...
Exhibit 10.1 EMPLOYMENT AGREEMENT BETWEEN ASAHI TEC CORPORATION AND TIMOTHY LEULIETTE This Agreement is made by and between Asahi Tec Corporation, a Japanese corporation (“Company”), and Timothy D. Leuliette (“Executive”), effective as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as...
[GRAPHIC OMITTED][GRAPHIC OMITTED] Date: March 3, 2006 To: RAMP Series 2006-RS2 Trust, acting through JPMorgan Chase Bank, N.A., not in its individual capacity but solely in its capacity as Trustee for the benefit of the RAMP Series 2006-...
EXHIBIT 10.4 FORM OF RESTRICTED STOCK AGREEMENT ALLIED WASTE INDUSTRIES, INC. RESTRICTED STOCK AGREEMENT (Under the 2006 Incentive Stock Plan) THIS RESTRICTED STOCK AGREEMENT (“Agreement”), is dated , 200___ (the “Grant Date”), between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation ...
EXHIBIT 10.16 OMNIBUS AMENDMENT AGREEMENT TO EMPLOYMENT AGREEMENT THIS OMNIBUS AMENDMENT AGREEMENT (this “Amendment”) is made as of December 8, 2005, by and between Century Aluminum Company, a Delaware corporation (the “Company”), and David W, Beckley (the “Executive”). RECITALS A. The Company and the Ex...
Exhibit 10.1 [CLAYTON HOLDINGS, INC. LETTERHEAD] October 18, 2006 Mr. Lou Iannaccone 16 Lookout Drive, No. Fairfield, CT 06825 Dear Lou: This letter confirms your separation from employment with Clayton Holdings, Inc. (formerly known as CMH Holdings, Inc.) and any and all of its subsidiaries or affiliates, includi...
Exhibit 10.5 ATTORNEY-CLIENT PRIVILEGED HIGHLY CONFIDENTIAL FORM OF INDEMNITY AGREEMENT This Indemnity Agreement (“Agreement”) is made as of ________, ____ by and between ARIAD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). RECITALS WHEREAS, highly compe...
Exhibit No. 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT, entered into on February 6, 2006 and effective as of May 19, 2005 (the “Agreement Date”), between Monro Muffler Brake, Inc. (the “Company”) and Catherine D’Amico (the “Executive”). WHEREAS, the Comp...
Table of Contents EXHIBIT 10.1 FIRST AMENDMENT THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this ‘‘Amendment’’) is made as of May 3, 2006 by and among Journal Register Company (the ‘‘Company’’) and Robert M. Jelenic. WITNESSETH: WHEREAS, the parties to this Amendment (the ‘‘Parties’’) are the parties to an Em...
Exhibit 10.41 February 15, 2006 Mr. Jerome Perez President Leapfrog Enterprises 6401 Hollis Street, Suite 100 Emeryville, CA 94608-1071 Re: Separation and Consulting Agreement Dear Jerry: On behalf of LeapFrog Enterprises, Inc. (the “Company”), I am writing to set forth the terms and conditions of the Separati...
Exhibit 10.5 Jerry DeBoer was hired by the Company pursuant to an offer letter, dated November 20, 2000, which letter is attached as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended February 3, 2001. Effective February 26, 2006, Mr. DeBoer’s annual base salary shall be $236,900. ----...

Exhibit 10.2 NEUROTECH PHARMACEUTICALS, INC. 2006 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. This 2006 Non-Employee Directors Stock Option Plan (the "Plan") is intended as an inc...

Exhibit 10.55 First Amendment to Lease Agreement THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made effective as of January 27, 2006 (the “Effective Date”), by and between MOFFET OFFICE PARK INVESTORS LLC, a Delaware limited liability company (“Landlord”) and MOLECULAR DEVICES CORPORATION...

Exhibit 10.22 SANDERSON FARMS, INC. FORM OF PERFORMANCE SHARE AGREEMENT This PERFORMANCE SHARE AGREEMENT (this “Agreement”), made and entered into as of the ___day of , 2006 (the “Grant Date”), by and between (the “Participan...

Exhibit 10.1 SUMMARY OF EXECUTIVE OFFICER COMPENSATION FOR 2006 Executive Officer Compensation for 2006—Base Salary and Target Bonus On March 16, 2006, the Compensation Committee of the Board of Directors of Sepracor Inc. (the “Company”) approved the annual salaries to be paid to the Company’s executive officers dur...

Exhibit 10.1 [Execution Version] CREDIT SLEEVE AND REIMBURSEMENT AGREEMENT dated as of September 24, 2006 among RELIANT ENERGY POWER SUPPLY, LLC, The Other Reliant Retail Obligors referred to herein, as Reimbursement Guarantors, MERRILL LYNCH COMMODITIES, INC., as Sleeve Provider, and MERRILL LYNCH & ...

Exhibit 10.2 SEVERANCE COMPENSATION AGREEMENT This Agreement is effective as of the date it is signed by both AQUILA, INC., a Delaware corporation (the "Company"), and Beth A. Armstrong ("Executive"). WHEREAS, the Company's Board of Directors has determined that it is appropriate to reinforce and encourage ...

Exhibit 10.41 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF COMMUNITY VALLEY BANCORP’S COMMON STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE COMMUNITY VALLEY BANCORP 2000 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF COMMUNITY VALLEY BANCORP. COMMUNITY VALLEY BA...

Exhibit F.3.1 Form of Change Order Reference is made to the Wind Turbine Supply Agreement, dated as of September 29, 2006 (the “Agreement”), by and between Madison Gas and Electric Company, a Wisconsin corporation (“Buyer”), and Vestas-American Wind Technology, Inc., a California corporation (“Supplier...

Exhibit 10.8 LOGO [g27112img001.jpg] LIMITED LIABILITY PARTNERSHIP EXECUTION VERSION ACE EUROPEAN HOLDINGS NO.2 LIMITED as Borrower ACE LIMITED as Guarantor THE ROYAL BANK OF SCOTLAND plc and HSBC SECURITIES (USA) INC. as Lead Arrangers THE ROYAL BANK OF SCOTLAND plc as Agent and...

EXHIBIT 10.3 LCOS SUPPLY AGREEMENT ("Agreement") Dated as of: July 1, 2004 (the "Effective Date") THE SELLER: SPATIALIGHT, INC., a New York corporation (hereinafter referred to as "SpatiaLight") Address: 5 Hamilton Landing, Suite ...

Exhibit 10.31 SUPERVALU INC. 2002 STOCK PLAN STOCK OPTION AGREEMENT This agreement is made and entered into as of the Grant Date indicated below, by and between SUPERVALU INC. and the individual whose name and signature appears below (“Optionee”). The Company has established the 2002 Stock Plan (the “Plan”), under...

Exhibit 10.2 LIMITED WAIVER AND AMENDMENT Dated as of March 3, 2006 Citicorp North America, Inc., as Administrative Agent and Collateral Agent Two Penns Way, Suite 200 New Castle, Delaware 19720 Re: Sunstone Hotel Partnership, LLC Term Credit Facility Ladies and Gentlemen: Reference is made to that certai...

Exhibit 10.2 ANNEX I to AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (GOLDMAN SACHS MORTGAGE COMPANY) -------------------------------------------------------------------------------- TABLE OF CONTENTS Page 1. APPLICABILITY; OTHER APPLICABLE ANNEXES 1 2. ADDITIONAL A...

QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.50 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement ("Agreement") is by and between Reliant Energy, Inc. (the "Company"), Reliant Energy Corporate Services, LLC (the "Employer") and Michael L. Jines ("Executive"). ...

Exhibit 10.60 WYETH 2005 (409A) DEFERRED COMPENSATION PLAN (effective January 1, 2005) PURPOSE The Plan is an unfunded deferred compensation plan that provides certain key Employees with the opportunity to voluntarily defer receipt of a portion of their compensation. Wyeth adopted the Plan to enable the Company to...

Exhibit 10.16 THE EXERCISE OF AN OPTION OR THE SALE OF SHARES ACQUIRED UNDER AN OPTION MAY RESULT IN SIGNIFICANT TAX CONSEQUENCES TO OPTIONEE. OPTIONEE SHOULD SEEK INDEPENDENT TAX AND LEGAL ADVICE BEFORE EXERCISING AN OPTION OR SELLING SHARES. THE COMPANY ASSUMES NO RESPONSIBILITY FOR ADVISING OPTIONEE REGARDING TA...

blue ball logo [bluelogo.jpg] Exhibit 10.15 Ball Corporation 345 South High Street, Muncie, IN 47305-2326 (317) 747-6100 PERSONAL & CONFIDENTIAL January 24, 1996 Dear _________________, Ball Corporation (the "Corporation") considers it essential to the best in...

Credit Agrmt Exhibit 10.17 U.S. $12,000,000 CREDIT AGREEMENT, dated as of November 28, 2006 among SONORAN ENERGY, INC., as the Borrower, CERTAIN INSTITUTIONAL LENDERS as the Lenders, and NGPC ASSET HOLDINGS, LP, as Administrative Agent for the Lenders ------------------------------------------...

Exhibit 10.1 [NOTICE: This Document Contains A Waiver Of Any Claims You Might Have Under The Age Discrimination In Employment Act. You are Advised to Consult With an Attorney Before Signing This Document] GENERAL RELEASE & SEPARATION AGREEMENT THIS GENERAL RELEASE & SEPARATION AGREEMENT is made and entere...

Exhibit 10.3 November 9, 2006 Christopher D. Genry 1449 Wynkoop, No. 402 Steelbridge Building Denver, CO 80202 Re: Separation of Employment from United Dominion Realty Trust, Inc. Dear Chris: As we have discussed, your employment with United Dominion Realty Trust, Inc. (the “Company”) will end effective Dec...

FEE AGREEMENT GPH LIQUIDATING TRUST This Fee Agreement (this “Agreement”) is made as of May 17, 2006 (the “Closing Date”), by and between Joseph F. Barone, a New Jersey resident (“Trustee”), and GPH Liquidating Trust, a Delaware statutory trust (the “Trust”). W I T N E S S E T H WHEREAS, pursuant to a Trust Agreeme...

Exhibit 10.1 AGREEMENT AS TO ASHWORTH, INC. EXECUTIVE EMPLOYMENT AGREEMENT WITH RANDALL L. HERREL, SR. This Agreement is effective as of September 12, 2006 (the “Effective Date”) and pertains to and confirms certain understandings regarding, and amends, that certain Second Amended and Restated Executive Emplo...

Exhibit 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT (TIER I) This Amendment to Employment Agreement between Magellan Health Services, Inc. (“Employer”) and Daniel Gregoire entered into as of this 28th day of July, 2006 (“Employee”). WHEREAS, Employer and Employee desire to amend the terms of the Employment Agreemen...

QuickLinks -- Click here to rapidly navigate through this document Exhibit 10(e)(e) HEWLETT-PACKARD COMPANY <PLAN> RESTRICTED STOCK UNIT AGREEMENT THIS AGREEMENT, dated <GRANT DATE> between Hewlett-Packard Company, a Delaware Corporation ("Company"), and <EMPNO> <NAME> (the "Employee"), is entered into ...

EXHIBIT 10-C-2 Description of Long-Term EBIT Bonus Plan Established Under the Management Incentive Plan The Company had in effect during 2003, 2004 and 2005 a long-term incentive performance plan established under the Management Incentive Plan which was approved by stockholders at the Company’s April 15, 2004 ...

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (this “Agreement”) dated as of July 1, 2006, between Metro One Telecommunications, Inc., an Oregon corporation (the “Company”), and Jingle Networks, Inc., a Delaware corporation (“Holder” or “JNI”). RECITALS WHEREAS, pursuant to that certain T...

-------------------------------------------------------------------------------- Exhibit 10.1 RESTRICTED STOCK EQUIVALENT AWARD AGREEMENT Energizer Holdings, Inc. (“Company”), pursuant to its 2000 Incentive Stock Plan (the “Plan”), grants to __________ (“Recipient”) a Restricted Stock Equivalent Award of _____ rest...

Exhibit 10.1 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT CIPHERGEN BIOSYSTEMS, INC. and The Initial Purchasers of Ciphergen Biosystems, Inc.’s 7.00% CONVERTIBLE SENIOR NOTES DUE 2011 Dated as of November 15, 2006 -------------------------------------------------------------------------------- R...

Exhibit 10.1 THE MILLS CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on this 3rd day of April 2006 (the “Effective Date”), by and between THE MILLS CORPORATION, a Delaware corporation (the “Company”), and F. SCOTT BALL (“Executive”). Recitals R-1 The Company is e...

Exhibit 10.5 Employee Stock Option Agreement This Employee Stock Option Agreement (this “Agreement”) is made this 30th day of June, 2006, between Electric City Corp., a Delaware corporation (the “Company”) and Daniel Parke (the “Holder”). WHEREAS, Holder is an employee of Parke Industries, LLC, a subsidiary of the...

AMENDMENT NUMBER 2006-1 to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of March 16, 2005 among ECC CAPITAL CORPORATION, BRAVO CREDIT CORPORATION, ENCORE CREDIT CORP. and WACHOVIA BANK, NATIONAL ASSOCIATION This AMENDMENT NUMBER 2006-1 (this “Amendment 2006-1”), is made this 14th day of March, 2006, a...

Exhibit 10.1 COVAD COMMUNICATIONS GROUP, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of this 8th day of December, 2006, by and between Covad Communications Group, Inc., a Delaware corporation (the “Company”), and Diana Leonard (“Indemnitee”). WHEREAS, the Compan...

Exhibit10.2 AGREEMENT This Agreement (“Agreement”) is made as of October 27, 2006, by and among CRAUN Research Sdn. Bhd., a limited liability company organized under the laws of Malaysia (the “Purchaser”), Advanced Life Sciences Holdings, Inc., a Delaware corporation (“Holdings”), and Advanced Life Sciences, Inc.,...

EXHIBIT 10.9 Summary Sheet of Executive Cash Compensation and Award Formula under the 2004 Key Officers Incentive Plan The following table sets forth the current base salaries provided to the Company’s CEO and four most highly compensated executive officers. Salary increases are determined annually in March. ...

EXHIBIT 10.3 WARRANT REGISTRATION RIGHTS AGREEMENT THIS WARRANT REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 11, 2006, by and between Martha Stewart Living Omnimedia, Inc., a Delaware Corporation (the “Company”), and Mark Burnett (the “Holder”). WHEREAS, the Comp...

Exhibit 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”) is entered into as of January 27, 2006 (the “Effective Date”), by and between Raptor Pharmaceutical Inc., a Delaware corporation (“Raptor”), and BioMarin Pharmaceutical Inc., a Delaware corporation (“BioMarin”). BioMarin and Raptor are ...

Exhibit 10.3 AETNA PERFORMANCE UNIT AWARD AGREEMENT AETNA PERFORMANCE UNIT AWARD AGREEMENT, dated as of between AETNA INC., a Pennsylvania corporation (the “Company”), and (the “Executive”) pursuant to the Company’s 2000 Stock Incentive Plan (the “Plan”). ...

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 3rd day of November, 2006, by and between First Federal Bank, a federal savings bank (“Employer”), and Mark A. Tyrpin (“Executive”) and shall be effective immediately upon the consummation of the Merger ...

Exhibit 10.2 Execution Copy TERM COMMITMENT NOTE $10,000,000.00 Palo Alto, California January 4, 2006 FOR VALUE RECEIVED, the undersigned NATUS MEDICAL INCORPORATED (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 400 Hamilton Avenue, Pa...

Exhibit 10(s) AMENDMENT SEVEN TO THE FLEETBOSTON FINANCIAL CORPORATION RETIREMENT INCOME ASSURANCE PLAN (1996 Restatement) Instrument of Amendment THIS INSTRUMENT is executed by BANK OF AMERICA CORPORATION, a Delaware corporation with its principal office and place of business in Charlotte, North Caroli...

EX EXHIBIT 10.5 AMENDED AND RESTATED TAX INDEMNITY AGREEMENT THIS AMENDED AND RESTATED TAX INDEMNITY AGREEMENT (the "Agreement") is made and entered into this 10th day of January, 2006 by and among PRIME GROUP REALTY, L.P., a Delaware limited partnership ("Prime"), ROLAND E. CASATI ("Casati") RICHARD A. ...

Exhibit 10.1 TELEFLEX INCORPORATED 155 South Limerick Road Limerick, PA 19468 July 31, 2006 Mr. John J. Sickler 155 South Limerick Road Limerick, PA 19468 We are pleased to confirm this amended and restated agreement, effective as of March 7, 2005, with you respecting your continuing employment, service as a ...

Exhibit 10.1 EXECUTION COPY AGREEMENT For ENGINEERING, PROCUREMENT, AND CONSTRUCTION SERVICES for 42 - INCH SABINE PASS PIPELINE PROJECT between CHENIERE SABINE PASS PIPELINE COMPANY and WILLBROS ENGINEERS, INC. -------------------------------------------------------------------------------- AGREEMENT T...

EXHIBIT 10.4 AMENDMENT TO TERMINATION AGREEMENT THIS AMENDMENT (the “Amendment”) to the Termination Agreement dated as of , ___, as amended to date (the “Termination Agreement”), between PetroQuest Energy, Inc., a Delaware corporation (the “Company”), and (the “Executi...

SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May 31, 2006, by and among Ness Energy International, Inc., a Washington corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”). WHEREAS, th...

Exhibit 10.7 NOTICE OF RSU NON-EMPLOYEE DIRECTOR NYMEX HOLDINGS, INC. NOTICE OF RESTRICTED STOCK UNIT AWARD Conditioned upon the consummation of the initial public offering of NYMEX Holdings, Inc. common stock, the “Grantee”) has been granted an Award of Restricted Stoc...

Exhibit 10.36 REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT (“Agreement”) is executed as of the 19th day of December, 2005 (the “Execution Date”), by DUKE REALTY Ohio, an Indiana general partnership (“Seller”), and BUILD-A-BEAR WORKSHOP, INC., a Delaware corporation (“Buyer”). WITNESSETH:...

Exhibit 10.19 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. SUPPLY AGREEMENT FOR STERITECH COMPOUND [ * ] Agreement, effective a...

Kirkland’s, Inc. 805 North Parkway Jackson, Tennessee 38305 (901) 668-2444 May 30, 2006 Via Hand Delivery Robert E. Alderson, Esquire Re: Severance Rights Dear Robert: On behalf of Kirkland’s, Inc. (the “Company”), this letter memorializes certain severance commitments we have made to you. Specifica...

Exhibit 10.1 Federal Home Loan Banks P&I Funding and Contingency Plan Agreement This Federal Home Loan Banks P&I Funding and Contingency Plan Agreement (“Agreement”) is entered into as of this 20th day of July, 2006 (the “Effective Date”) by and among the Office of Finance (the “OF”) and each of the Federal Home Loan...

EXHIBIT 10.2 NESTOR, INC. Incentive Stock Option Agreement Granted Under 2004 Stock Incentive Plan 1. Grant of Option. This agreement evidences the grant by Nestor, Inc. a Delaware corporation (the “Company”), on May 5, 2006 (the “Grant Date”) to Teodor Klowan, Jr., an employee of the Company (the “Participant...

EXHIBIT 10.1 SECOND AMENDMENT TO THE HOMEBANC MORTGAGE CORPORATION 401(K) RETIREMENT PLAN THIS SECOND AMENDMENT TO THE HOMEBANC MORTGAGE CORPORATION 401(K) RETIREMENT PLAN (the “Plan”) is made effective on the date indicated below by HomeBanc Corp. W I T N E S S E T H: WHEREAS, the Plan was adopted effective...

00000000urn:schemas-microsoft-com:office:smarttags013f Loan Agreement Loan Agreement entered into this 12`h day of August, 2005 by and between the f)CI USA, Inc., (hereinafter "MIU"), a StateNew York corporation, and AMEREX Companies, Inc. (hereinafter, an placeStateOklahoma corporation, according to the recitals, te...

Exhibit 10.2(a) FIDELITY BANKSHARES, INC. CHANGE IN CONTROL AGREEMENT FOR RICHARD D. ALDRED This CHANGE IN CONTROL AGREEMENT (“Agreement”) is made effective as of December 20, 2005 by and between Fidelity Bankshares, Inc., a Delaware corporation (the “Company”) with its principal office at 205 Datura Street, West ...

Exhibit 10.2 NORFOLK SOUTHERN CORPORATION LONG-TERM INCENTIVE PLAN AND RESTRICTED STOCK UNIT PLAN Waiver Agreement This Waiver Agreement entered into as of January 27, 2006, by and between Norfolk Southern Corporation (Co...

Exhibit 10.5.15 THE CALPINE INCENTIVE PROGRAM The Calpine Incentive Program consists of four separate programs: (1) the Emergence Incentive Plan; (2) the Management Incentive Plan; (3) the Supplemental Bonus Plan and (4) the Discretionary Bonus Plan. These four programs are set forth below. 1. The Emergenc...

Exhibit 10.45 LETTER AGREEMENT November 21, 2005 Julian Feneley Dear Julian As you know, BriteSmile, Inc. (the “Company”) has retained Piper Jaffrey as its investment banker to explore alternatives to enhance shareholder value. Such alternatives may involve a future sale of (i) all or s...

Exhibit 10.36(a) EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") is made August 21, 2006, to be effective as indicated herein, by and between Steiner Leisure Limited, a Bahamas international business company (the "Company"), and Stephen Lazarus ("Employee"). W I T N E S S E T ...

Exhibit 10.71 TCBY SYSTEMS, LLC Distribution Service Agreement with Kaleel Brothers, Inc. March 1, 2006 1 -------------------------------------------------------------------------------- DISTRIBUTION AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of March, 2006, by and between TCBY System...

Exhibit 10.55 EMPLOYMENT AGREEMENT This Employment Agreement is entered into on January 1, 2006 by and between Cord Blood America, Inc., a Florida corporation (the "Company"), and Matthew L. Schissler, an individual (the "Executive"). WITNESSETH: WHEREAS, the Executive has served...

Exhibit 10.2 THRIFT PLAN RESTORATION PLAN FOR SALARIED EMPLOYEES OF LUFKIN INDUSTRIES, INC. 1. Introduction The following are the provisions of the THRIFT PLAN RESTORATION PLAN FOR SALARIED EMPLOYEES OF LUFKIN INDUSTRIES, INC. (hereinafter referred to as the “Restoration Plan”) which is being established b...

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is effective as of the 31st day of August, 2004, by and between G&K Services, Inc., a Minnesota corporation with (“Employer”); and Richard L. Marcantonio, a resident of the State of Minnesota (“Executive”). INTRODUCTION A. Employment and Protection of...

Exhibit 10.15 EMPLOYMENT AGREEMENT FOR MARK YEAGER -------------------------------------------------------------------------------- Table of Contents 1. Employment 1 2. Employment Period 1 3. Services / Place of Employment 3 4. Compensation and Benefi...

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-------------------------------------------------------------------------------- CONTRACT OF SALE BETWEEN THE ENTITIES LISTED ON EXHIBIT A HERETO AND THE ENTITIES LISTED ON EXHIBIT B HERETO DATED AS OF MAY 5, 2006 ---------------------------------------------...

Exhibit 10.1 WARNER MUSIC GROUP CORP. DIRECTOR RESTRICTED STOCK AWARD AGREEMENT THIS DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of the 2nd day of March, 2006 (hereinafter the “Date of Grant”), between Warner Music Group Corp., a Delaware corporation, (the “Company”), and Miche...

GUARANTY The undersigned, for value received, unconditionally and absolutely guarantee(s) to Comerica Bank ("Bank") and to the Bank's successors and assigns, payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness to the Bank of Akeena Solar, Inc. ("B...

EXHIBIT 10.1 [logo.jpg] GENERAL TERMS AGREEMENT between Spirit AeroSystems, Incorporated Tulsa Facility and LMI Aerospace, Incorporated Spirit AeroSystems-GTA-T5P2-YB001851 Amendment 1 -------------------------------------------------------------------------------- [logo.jpg] TABL...

Exhibit 10.17 TWO PARAGON CENTRE AMENDED AND RESTATED LEASE AGREEMENT BY AND BETWEEN PARAGON CENTRE HOLDINGS, LLC, AS LANDLORD AND TEXAS ROADHOUSE HOLDINGS LLC, AS TENANT January 1, 2006 -------------------------------------------------------------------------------- LEASE AGREEMENT TABLE OF CONTENTS ARTI...

-------------------------------------------------------------------------------- Exhibit 10-ii Michael J. LaVelle - Terms and Conditions of Retirement and Consulting Agreement · On December 31, 2005, Mr. LaVelle will receive a lump sum distribution of approximately $1.4 million from the Company’s Special Executiv...

Exhibit 10.9 EXECUTION COPY $100,000,000 CREDIT AGREEMENT Dated as of October 19, 2006 Among GLADSTONE BUSINESS INVESTMENT LLC as the Borrower GLADSTONE MANAGEMENT CORPORATION as the Servicer THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO as Committed Lenders THE COMMERCIAL PAPER LENDERS...

EXHIBIT 10.1 TERMINATION AGREEMENT This Termination (Agreement) is made and entered into by and between Custom Switching Technologies, Inc., (CSTi) a California Corporation, and Cognigen Networks, Inc.(Cognigen), a Colorado corporation. RECITALS CSTi and Cognigen are parties to a Master Services Agreement...

Exhibit 10.3 [FORM OF EMPLOYEE STOCK APPRECIATION RIGHT AWARD AGREEMENT (TIME VESTED)] STOCK APPRECIATION RIGHT AWARD AGREEMENT UNDER THE DREAMWORKS ANIMATION SKG, INC., 2004 OMNIBUS INCENTIVE COMPENSATION PLAN dated as of «Month» «Day», «Year», between DreamWorks Animation SKG, Inc. (the “Company”), a Delaware Corpo...

EXHIBIT 10.2 Guaranty Supplement The undersigned hereby agrees to be bound as a Guarantor for purposes of the Subsidiary Guaranty, dated as of October 27, 2004 (as amended, amended and restated, supplemented and otherwise modified from time to time, the “Guaranty”), among Guardian Assets, Inc., Unitive, ...

AMENDMENT This AMENDMENT (this “Amendment”), dated effective as of June 22, 2006, is entered into by and between GVI SECURITY SOLUTIONS, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of that certain Term Note, dat...

Exhibit 10.1 RESTRICTED SHARE AGREEMENT PARK-OHIO HOLDINGS CORP. This Restricted Share Agreement (this “Agreement”) is made as of , by and between Park-Ohio Holdings Corp., (the “Company”) and , an employee of the Company or wholly owned subsidiary of the Company (the “...

Exhibit 10.12 Translation of $724,944 (RMB Yuan 6 million) loan between GoVideo DigiTech (Huizhou) Ltd. and TCL Corp. Control number: JT2005001 Agreement of Internal loans of TCL Industries Holdings (Hong Kong) Debitor (“Party A)”): GoVideo DigiTech (Huizhou) Ltd Creditor (“Party B”): TCL Corp. . P...

AMENDMENT TO 1997 LONG-TERM STOCK INCENTIVE PLAN WHEREAS, the Polo Ralph Lauren Corporation (the “Company”) sponsors the Polo Ralph Lauren Corporation 1997 Long-Term Stock Incentive Plan (as Amended and Restated as of August 12, 2004) (the “Plan”); WHEREAS, the Board of Directors of the Company (the “Boa...

Exhibit 10.1 AMENDMENT NO. 2 TO THE STEP-UP EQUITY FINANCING AGREEMENT Dated as of September 30, 2006 CELL THERAPEUTICS, INC. SOCIÉTÉ GÉNÉRALE -------------------------------------------------------------------------------- AMENDMENT NO. 2 TO THE STEP-UP EQUITY FINANCING AGREEMENT BETWEEN CELL THERAPEUTICS,...

EXHIBIT 10.23 FIRST AMENDMENT TO TRANSITION AGREEMENT WHEREAS, a transition agreement (the “Agreement”) was entered into, effective as of August 10, 2005, between Genentech, Inc., One DNA Way, South San Francisco, CA 94080, and Myrtle Potter; WHEREAS, Section 6 of the Agreement provides that the parties...

Exhibit 10.92 SECOND AMENDMENT TO THE WORLDSPAN TECHNOLOGIES INC. STOCK INCENTIVE PLAN This SECOND AMENDMENT TO THE WORLDSPAN TECHNOLOGIES INC. STOCK INCENTIVE PLAN (“Plan”), is adopted by Worldspan Technologies Inc. with the consent of the Chief Executive Officer of Worldspan, L.P. effective as of June 15, 2006: 1....

EXHIBIT 10.2 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of the 28th day of August, 2006, by FERTWALL PROPERTIES, LTD. (“Fertwall”), BARRY DISTRIBUTION CENTER DE MEXICO, S.A. DE C.V., a Mexican corporation (“Tenant”), and R.G. BARRY CORPORATION, an Ohio corporation (“G...

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This Fourth Amendment to Amended and Restated Loan Agreement (this “Fourth Amendment”) is entered into as of the 29th day of March, 2006, to be effective as of June 30, 2005 (the “Effective Date”) by and among THREE D OIL CO. OF KILGORE, INC., a Texas corpor...

-------------------------------------------------------------------------------- Exhibit 10.2 LETTER OF SUPPORT In consideration of Danske Bank A/S (the “Bank") at our request having granted or undertaken to grant the following credit facilities (“the Facilities”): Multi option facility……………………... DKK 1...

Exhibit 10.35 December 1, 2005 Mr. Howard K. Aihara 2366 Tryall Tustin, CA 92782 AGREEMENT Dear Mr. Aihara: 1. Reference is made to (i) the Alliance Imaging, Inc. 1999 Equity Plan (the “Option Plan”) and (ii) the Stock Option Agreement (the “Option Agreement”) between Alliance Imaging, Inc. (the “Company...

Exhibit 10.2 CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT This CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2006, by and among SITEL CORPORATION, a Minnesota corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such S...

EXHIBIT 10.2 CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to INTERNATIONAL RECTIFIER SOUTHEAST ASIA PTE. LTD. (the “Borrower”) pursuant to the Credit Agre...

Exhibit 10.2 April 14, 2006 Mr. Paul V. Cusick, Jr. 66 Edmunds Road Wellesley, MA 02482 Dear Paul: This letter will serve to confirm our discussions and agreement regarding your future role with the Company. You have indicated your desire to limit your business activities in anticipation of your fu...

RESIDENTIAL ACCREDIT LOANS, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, ...

SOE – Red Mile Co-publishing Agreement Execution Version dated March 30, 2005 Page 1 Exhibit 10.1 CO-PUBLISHING AGREEMENT THIS CO-PUBLISHING AGREEMENT (“Agreement”) is made and entered into as of March 30, 2005 (the “Effective Date”) in San Diego, California, USA by and between Red Mile Entertainment, Inc...

Exhibit 10.1 EMPLOYMENT AGREEMENT BETWEEN ASAHI TEC CORPORATION AND TIMOTHY LEULIETTE This Agreement is made by and between Asahi Tec Corporation, a Japanese corporation (“Company”), and Timothy D. Leuliette (“Executive”), effective as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as...

[GRAPHIC OMITTED][GRAPHIC OMITTED] Date: March 3, 2006 To: RAMP Series 2006-RS2 Trust, acting through JPMorgan Chase Bank, N.A., not in its individual capacity but solely in its capacity as Trustee for the benefit of the RAMP Series 2006-...

EXHIBIT 10.4 FORM OF RESTRICTED STOCK AGREEMENT ALLIED WASTE INDUSTRIES, INC. RESTRICTED STOCK AGREEMENT (Under the 2006 Incentive Stock Plan) THIS RESTRICTED STOCK AGREEMENT (“Agreement”), is dated , 200___ (the “Grant Date”), between ALLIED WASTE INDUSTRIES, INC., a Delaware corporation ...

EXHIBIT 10.16 OMNIBUS AMENDMENT AGREEMENT TO EMPLOYMENT AGREEMENT THIS OMNIBUS AMENDMENT AGREEMENT (this “Amendment”) is made as of December 8, 2005, by and between Century Aluminum Company, a Delaware corporation (the “Company”), and David W, Beckley (the “Executive”). RECITALS A. The Company and the Ex...

Exhibit 10.1 [CLAYTON HOLDINGS, INC. LETTERHEAD] October 18, 2006 Mr. Lou Iannaccone 16 Lookout Drive, No. Fairfield, CT 06825 Dear Lou: This letter confirms your separation from employment with Clayton Holdings, Inc. (formerly known as CMH Holdings, Inc.) and any and all of its subsidiaries or affiliates, includi...

Exhibit 10.5 ATTORNEY-CLIENT PRIVILEGED HIGHLY CONFIDENTIAL FORM OF INDEMNITY AGREEMENT This Indemnity Agreement (“Agreement”) is made as of ________, ____ by and between ARIAD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). RECITALS WHEREAS, highly compe...

Exhibit No. 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT, entered into on February 6, 2006 and effective as of May 19, 2005 (the “Agreement Date”), between Monro Muffler Brake, Inc. (the “Company”) and Catherine D’Amico (the “Executive”). WHEREAS, the Comp...

Table of Contents EXHIBIT 10.1 FIRST AMENDMENT THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this ‘‘Amendment’’) is made as of May 3, 2006 by and among Journal Register Company (the ‘‘Company’’) and Robert M. Jelenic. WITNESSETH: WHEREAS, the parties to this Amendment (the ‘‘Parties’’) are the parties to an Em...

Exhibit 10.41 February 15, 2006 Mr. Jerome Perez President Leapfrog Enterprises 6401 Hollis Street, Suite 100 Emeryville, CA 94608-1071 Re: Separation and Consulting Agreement Dear Jerry: On behalf of LeapFrog Enterprises, Inc. (the “Company”), I am writing to set forth the terms and conditions of the Separati...

Exhibit 10.5 Jerry DeBoer was hired by the Company pursuant to an offer letter, dated November 20, 2000, which letter is attached as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended February 3, 2001. Effective February 26, 2006, Mr. DeBoer’s annual base salary shall be $236,900. ----...