Ambassadors Group Inc Sample Contracts

BETWEEN
Tax Sharing Agreement • November 15th, 2001 • Ambassadors Group Inc • California
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REGISTRATION RIGHTS AGREEMENT by and between INVEMED CATALYST FUND, L.P.
Registration Rights Agreement • September 19th, 2003 • Ambassadors Group Inc • Services-educational services • New York
EXHIBIT 2.3 TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement • November 15th, 2001 • Ambassadors Group Inc • California
BETWEEN
Employee Matters Agreement • November 15th, 2001 • Ambassadors Group Inc • California
EXHIBIT 2.6 CONFIDENTIAL DISCLOSURE AGREEMENT
Confidential Disclosure Agreement • November 15th, 2001 • Ambassadors Group Inc • California
MASTER SEPARATION AND DISTRIBUTION AGREEMENT
Master Separation and Distribution Agreement • February 4th, 2002 • Ambassadors Group Inc • Life insurance • California
RECITALS
Commercial Lease • January 25th, 2002 • Ambassadors Group Inc • Life insurance • Washington
CREDIT AGREEMENT
Credit Agreement • May 30th, 2008 • Ambassadors Group Inc • Services-educational services • Washington

THIS CREDIT AGREEMENT (this "Agreement") is entered into as of May 30, 2008, by and between AMBASSADORS GROUP, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

SEVERANCE PLAN AND AGREEMENT
Severance Plan and Agreement • March 27th, 2014 • Ambassadors Group Inc • Services-educational services • Washington

THIS SEVERANCE PLAN AND AGREEMENT (this “Agreement”) is entered into as of October 15, 2013, by and between Ambassadors Group, Inc. (“AGI”) and Ambassador Programs, Inc. (“API”), on the one hand, and Lisa Netz (the “Executive”), on the other hand. For purposes of this Agreement, AGI, API and their subsidiaries shall be referred to collectively as the “Company”.

BETWEEN
Credit Facility Agreement • November 15th, 2001 • Ambassadors Group Inc • California
GENERAL CONTRACT BETWEEN PEOPLE TO PEOPLE INTERNATIONAL AND INTERNATIONAL AMBASSADOR PROGRAMS, INC. PEOPLE TO PEOPLE STUDENT AMBASSADOR PROGRAM
General Contract • March 11th, 2013 • Ambassadors Group Inc • Services-educational services • Missouri

THIS CONTRACT entered into this 1st day of April, 1995 by and between PEOPLE TO PEOPLE INTERNATIONAL, hereafter referred to as PTPI, and INTERNATIONAL AMBASSADOR PROGRAMS, INC., hereafter referred to as “Sponsoring Organization” or IAP, in consideration of the mutual promises set out herein, recites the parties’ contract regarding the conduct by Sponsoring Organization of a high school, junior high (middle) school student travel and college/university exchange program sanctioned by PTPI and supersedes any documents prior to this date.

STOCK PURCHASE AGREEMENT BY AND BETWEEN GRADESAVER, LLC, A MASSACHUSETTS LIMITED LIABILITY COMPANY (AS THE BUYER), AND AMBASSADORS GROUP, INC. A DELAWARE CORPORATION (AS THE SELLER) DATED AS OF SEPTEMBER 5, 2014
Stock Purchase Agreement • September 11th, 2014 • Ambassadors Group Inc • Services-educational services • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of September 5, 2014 (the “Effective Date”), is by and between GradeSaver, LLC, a Massachusetts limited liability company (“Buyer”) and Ambassadors Group, Inc., a Delaware corporation (“Seller”). Buyer and Seller are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2015 • Ambassadors Group Inc • Services-educational services • Washington

This Employment Agreement (this “Agreement”), dated December 17, 2014, is entered into by and between Ambassadors Group, Inc. (the “Company”), and Philip B. Livingston (“Mr. Livingston”) and is effective as of December 17, 2014 (the “Effective Date”).

NONCOMPETITION, NONSOLICITATION AND CONFIDENTIAL INFORMATION AGREEMENT
And Confidential Information Agreement • May 19th, 2014 • Ambassadors Group Inc • Services-educational services • Washington

THIS NONCOMPETITION, NONSOLICITATION AND CONFIDENTIAL INFORMATION AGREEMENT (this “Agreement”) is entered into on May 13, 2014 between Ambassadors Group, Inc. (the “Company”) and Philip Livingston (the “Executive”).

AMBASSADORS GROUP, INC. STOCK OPTION AGREEMENT CONSULTANT NON-QUALIFIED STOCK OPTION
Stock Option Agreement • May 13th, 2009 • Ambassadors Group Inc • Services-educational services

WHEREAS, the Company has adopted the Ambassadors Group, Inc. 2009 Equity Participation Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and

AMBASSADORS GROUP, INC. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
Employee Restricted Stock Award Agreement • May 13th, 2009 • Ambassadors Group Inc • Services-educational services

WHEREAS, the Company has adopted the Ambassadors Group, Inc. 2009 Equity Participation Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 31st, 2007 • Ambassadors Group Inc • Services-educational services

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2007, by and between Ambassadors Group, Inc., a Delaware Corporation (the “Purchaser”), and Invemed Catalyst Fund, L.P., a Delaware limited partnership (the “Seller”), with reference to the following:

SEPARATION AGREEMENT and RELEASE
Separation Agreement and Release • February 25th, 2013 • Ambassadors Group Inc • Services-educational services • Washington

This Separation Agreement and Release (“Agreement”) affects an agreeable termination in connection with resignation from employment of Margaret Thomas (“Executive”) from Ambassadors Group, Inc. (“Company”), as well as resolution of any claims, known and unknown, now existing between the parties. Executive and Company agree as follows:

RECITALS
Indemnity Agreement • January 25th, 2002 • Ambassadors Group Inc • Life insurance • Delaware
REAL PROPERTY PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Assignment and Assumption Agreement • August 12th, 2014 • Ambassadors Group Inc • Services-educational services • Washington

THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is made by and between AMBASSADORS GROUP, INC., a Delaware corporation (“Seller”), NORTHWEST FARM CREDIT SERVICES, FLCA, a federal land credit association, and/or its assigns (“Buyer”), and FIRST AMERICAN TITLE INSURANCE COMPANY (“Escrow Agent” or “Title Company”).

SECOND MODIFICATION TO PROMISSORY NOTE
Promissory Note • July 3rd, 2013 • Ambassadors Group Inc • Services-educational services

THIS MODIFICATION TO PROMISSORY NOTE (this “Modification”) is entered into as of June 30, 2013, by and between AMBASSADORS GROUP, INC. (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

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EMPLOYMENT AGREEMENT
Employment Agreement • October 3rd, 2006 • Ambassadors Group Inc • Services-educational services • Washington

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into this 27th day of September, 2006, by and between AMBASSADORS GROUP, INC. (“Company”), a Delaware corporation, and JEFFREY D. THOMAS (“Executive”), with reference to the following facts:

AMBASSADORS GROUP, INC. CONSULTANT RESTRICTED STOCK AWARD AGREEMENT
Consultant Restricted Stock Award Agreement • May 13th, 2009 • Ambassadors Group Inc • Services-educational services

WHEREAS, the Company has adopted the Ambassadors Group, Inc. 2009 Equity Participation Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and

FIRST MODIFICATION TO PROMISSORY NOTE
Promissory Note • April 25th, 2012 • Ambassadors Group Inc • Services-educational services

THIS MODIFICATION TO PROMISSORY NOTE (this “Modification”) is entered into as of March 31, 2012, by and between AMBASSADORS GROUP, INC. (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

Contract
Ambassadors Group Inc • March 11th, 2013 • Services-educational services

RECEIVED Ambassadors Group AUG 11 2006 PEOPLE TO PEOPLE INTERNATIONAL August 8, 2006 Jeffrey D. Thomas President and CEO Mary Eisenhower Chief Executive Officer People to People International 501 East Armour Boulevard Kansas City, MO 64109

EXHIBIT F INDEMNIFICATION AND INSURANCE AGREEMENT
Indemnification and Insurance Matters Agreement • November 15th, 2001 • Ambassadors Group Inc • California
Contract
Credit Agreement • June 1st, 2011 • Ambassadors Group Inc • Services-educational services
SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 25th, 2012 • Ambassadors Group Inc • Services-educational services

THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 31, 2012, by and between AMBASSADORS GROUP, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

CONSENT TO ASSIGNMENT AGREEMENT
Assignment Agreement • March 11th, 2013 • Ambassadors Group Inc • Services-educational services • Missouri

This CONSENT TO ASSIGNMENT AGREEMENT is made this 3rd day of August, 1995 by and among PEOPLE TO PEOPLE INTERNATIONAL (“PTPI”), a Missouri non-profit corporation, INTERNATIONAL AMBASSADOR PROGRAMS, INC. (“IAP”), a Washington corporation, AMBASSADORS INTERNATIONAL, INC. (“Ambassadors”), a Delaware corporation, and AMBASSADOR PROGRAMS, a Delaware corporation and a wholly-owned subsidiary of Ambassadors (“Newco”).

May 7, 2012 Lane Five Capital Management, LLC Attention: Lisa O’Dell Rapuano 3K Limited Partnership Boston, Massachusetts 02110 Attention: Peter H. Kamin Re: Cooperation Agreement
: Cooperation Agreement • May 8th, 2012 • Ambassadors Group Inc • Services-educational services • Delaware

This letter constitutes the agreement (this “Agreement”) between Ambassadors Group, Inc., a Delaware corporation (the “Company”), on the one hand, and Lane Five Partners LP, a Delaware limited partnership (the “Fund”), Lane Five Capital Management LP, a Delaware limited partnership (the “Investment Manager”), Lane Five Capital Management, LLC, a Maryland limited liability company (“IM GP”), Lane Five Partners GP LLC, a Delaware limited liability company (the “General Partner”), Lisa O’Dell Rapuano, a natural person (“Ms. Rapuano” and, together with the Fund, the Investment Manager, IM GP and the General Partner, “Lane Five Parties”), 3K Limited Partnership, a Delaware limited partnership (“3K”) and Peter H. Kamin, a natural person (“Mr. Kamin” and together with 3K, the “Kamin Parties”), on the other hand, with respect to the matters set forth below:

AMBASSADORS GROUP, INC. DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 13th, 2009 • Ambassadors Group Inc • Services-educational services

WHEREAS, the Company has adopted the Ambassadors Group, Inc. 2009 Equity Participation Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and

SEPARATION AGREEMENT and RELEASE
Separation Agreement and Release • February 25th, 2013 • Ambassadors Group Inc • Services-educational services • Washington

This Separation Agreement and Release (“Agreement”) affects an agreeable termination in connection with resignation from employment of Jeffrey D. Thomas (“Executive”) from Ambassadors Group, Inc. (“Company”), as well as resolution of any claims, known and unknown, now existing between the parties. Executive and Company agree as follows:

AMBASSADORS GROUP, INC.
Stock Option Agreement • May 13th, 2009 • Ambassadors Group Inc • Services-educational services

WHEREAS, the Company has adopted the Ambassadors Group, Inc. 2009 Equity Participation Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and

AMENDMENT TO SEVERANCE PLAN AND AGREEMENT
Severance Plan and Agreement • March 27th, 2014 • Ambassadors Group Inc • Services-educational services

This Amendment to Severance Plan and Agreement is effective December 4, 2013 and amends the Severance Plan and Agreement dated March 19, 2011 (the “Agreement”) between Ambassadors Group, Inc. and Ambassador Programs, Inc. (collectively, the “Company”) and Anthony F. Dombrowik (“Executive”).

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