Related to AGREEMENT A
Termination Agreement This Termination Agreement is entered into as of September 1, 1999 by and among Cyrk, Inc., a Delaware corporation (the "COMPANY"), Patrick Brady, Allan Brown, Gregory Shlopak, Eric Stanton and Eric Stanton Self-Declaration of Revocable Trust (each a "STOCKHOLDER", and collectively the "STOCKHOLDERS"). INTRODUCTION The Company and the Stockholders are parties to a Shareholders Agreement, dated June 9, 1997, as amended on July 21, 1997, and attached hereto as EXHIBIT A (the "SHAREHOLDERS AGREEMENT"). The Company and each of the Stockholders wish to terminate the Shareholders Agreement in its entirety pursuant to the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT 1 At the end of Section 4 of the Agreement, entitled Duties, add the following sentence: The Executive shall administer the Company's risk management program, including supervision of claims, procurement of insurance, coordination of outside litigation and arbitration counsel (collectively, the Risk Management Services"). In the event the Executive determines not to continue to administer the Risk Management Services, the Executive shall provide the Company, at least thirty days prior to the date (the "Termination Date") the Executive will be terminating his provision of Risk Management Services, with a written notice of the Executive's election to discontinue the Risk Management Services. Page 1 of 3 2. The first sentence of Section 5 of the Agreement, entitled Compensation, is deleted in its entirety and is replaced by the following: During the Term of Employment, beginning on October 4, 1998, the Company shall pay the Executive as compensation for the performance of his duties under this Agreement, a salary at an annual rate of Two Hundred Forty Five Thousand Dollars ($245,000.00) per annum (the "Base Salary"). In the event the Executive determines not to continue to administer the Risk Management Services, then upon the Termination Date, the Base Salary shall be reduced by Twenty Five Thousand Dollars ($25,000.00). Each calendar year during the term of the Executive's Employment Agreement, the Company's Board of Directors shall establish an earnings per share target for the Company (the "Target"). The Target should be a reasonable growth amount in earnings per share when compared with the Company's preceding years' actual earnings per share. A bonus pool (the "Pool") shall be established for each calendar year for at least thirty percent (30%) of the amount of the Company's earnings, if any, in excess of the Target (the "Excess Amount"). During the term of their respective employment agreements with the Company and during any time period which that person is eligible to receive severance payments, the persons who shall be eligible to participate in the Pool shall be Mitchell Eisenberg, Lewis Gold, Jay Martus and Michael Schundler. Additionally, from time to time, any or all of the following persons or their replacements or substitutes may be designated, during the term of their employment with the Company, by Mitchell Eisenberg, in his discretion as it may be exercised from time to time, to also participate in the Pool: Robert Coward, Gilbert Drozdow and/or Mary Kittle. Eisenberg, Gold and Schundler shall each be entitled to a maximum portion of the Pool up to an amount equal to thirty percent (30%) of their then current base salaries (the "Maximum Portion" and Martus shall each be entitled to a maximum portion of the Pool up to fifteen percent (15%) of his then current base salary (also, the "Maximum Portion"). Coward, Drozdow and Kittle, if included in the Pool by Eisenberg, shall each be entitled to a maximum portion of the Pool up to an amount equal to fifteen percent (15%) of their then current base salaries (also, the "Maximum Portion"). Provided they each remain eligible to participate in the Pool, the "Pool Participants" shall be: Eisenberg, Gold, Martus and Schundler and to the extent selected by Eisenberg in any calendar year: Coward, Drozdow and Kittle. A Pool Participant's portion of the Pool in a given calendar year shall be determined as follows: (i) multiply the Pool Participant's then current base salary times their Maximum Portion (the product of that calculation is the, "Maximum Target Bonus"); then (ii) divide the Executive's Maximum Target Bonus by the sum of all of that calendar year's Pool Participants' (including the Executive) then current Maximum Target Bonuses. The Company shall pay to each Pool Participant their portion of the Pool on or before the March 1 in the immediately succeeding calendar year from the calendar year the bonus was based upon. 3. Except as set forth in paragraph 1 - 2 of this Third Amendment, the Employment Agreement shall remain in full force and effect. Page 2 of 3 4. This Third Amendment shall be governed by and construed under the laws and solely in the courts of the State of Florida, without regard to the conflicts of law provisions thereof. This Third Amendment may be executed in two or more counterparts, each of which shall constitute an original. The parties have executed this Third Amendment as of October 12, 1998. COMPANY: SHERIDAN HEALTHCORP, INC. By: ------------------------------------ Mitchell Eisenberg, President HOLDINGS: SHERIDAN HEALTHCARE, INC. By: ------------------------------------ Mitchell Eisenberg, President EXECUTIVE: --------------------------------------- Jay A. Martus, Esq. Page 3 of 3
Letter Agreement The Company shall have entered into the Letter Agreement on terms satisfactory to the Company.
Transition Agreement In connection with the termination of this Agreement in its entirety or with respect to one or more Products or Terminated Countries by Astellas in accordance with Section 9.2.1, 9.2.2 (solely to the extent agreed in writing pursuant to Section 9.6.3) or 9.2.3, or as or by Ambit in accordance with Section 9.3 or Section 9.4, the Parties shall enter into a written agreement (the “Transition Agreement”) that would effectuate the terms and conditions of this Section 9.6.1(f) and would include other reasonable terms and conditions, describing the Parties’ indemnification obligations, setting forth the Parties’ obligations with respect to unauthorized sales, and setting forth other coordination obligations. If, despite such efforts, the Parties are unable to agree upon such terms and conditions within thirty (30) days from the effective date of the termination, either Party may refer the dispute for resolution by arbitration in accordance with Section 10.7.3.
AGREEMENT NOW, THEREFORE in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of April 16, 1998, by and between AL QUALEY, hereinafter referred to as "Executive", and lst SOURCE CORPORATION, an Indiana corporation, hereinafter referred to as "Employer," WITNESSETH; That WHEREAS, Executive is currently employed as the President of 1st Source Transportation and Equipment Finance division, a specialty finance group, of Employer and its subsidiary, lst Source Bank, hereinafter referred to as "Bank;" and WHEREAS, Employer desires to assure the continued service of Executive, and Executive is willing to provide such service on the terms and conditions specified herein. NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, Employer and Executive hereby agree as follows: 1. Employment Position. The parties agree that the employment of Executive by Employer shall continue for the term referred to in Section 2. Employer agrees to continue the employment of Executive in a senior officer position with the title of President of 1st Source Transportation and Equipment Finance or similar position for the specialty finance business of Employer. Executive shall devote his full time during business hours to the performance of his duties hereunder and shall at all times use his best effort to promote the best interests of Employer. Executive shall report to the Chief Executive Officer of the Corporation and/or Bank.
One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:
Full Agreement It is understood that this Agreement represents a complete and final understanding of all negotiable issues between the Public Authority and the Union. This Agreement supersedes any other agreements between any other agencies and the Union. All ordinances or rules covering any practice, subject or matter not specifically referred to in this Agreement shall not be superseded, modified or repealed by implication or otherwise by the provisions hereof. The parties, for the term of this Agreement voluntarily and unqualifiedly agree to waive the obligation to negotiate with respect to any practice, subject or matter not specifically referred to or covered in this Agreement even though such practice, subject or matter may not have been within the knowledge of the parties at the time this Agreement was negotiated and signed. In the event any new practice, subject or matter arises during the term of this Agreement and such practice, subject or matter affects the wages, hours or working conditions of Independent Providers, the Union shall be afforded notice and shall have the right to meet and discuss the issue upon request. In the absence of agreement on such a proposed action, the Public Authority reserves the right to take necessary action by Management direction.
Non-Competition Agreement During Employee’s employment with the Employer and for a period of one (1) year following termination or expiration of this Agreement, Employee shall not (without the prior written consent of Employer) compete with Employer or any of its Affiliates, directly or indirectly, engage in forming, serving as an organizer, director, officer of, employee or agent, or consultant to, or acquiring or maintaining more than a one percent (1%) passive investment in, a depository financial institution or holding company thereof if such depository institution or holding company has, or upon formation will have, one or more offices or branches located within thirty (30) miles of any office or branch of Employer or any of its Affiliates in existence at the time Employee’s employment with Employer is terminated (the “Territory”). Notwithstanding the foregoing, Employee may serve as an officer of or consultant to a depository institution or holding company thereof even though such institution operates one or more offices or branches in the Territory, if Employee’s employment does not directly involve, in whole or in part, the depository financial institution’s or holding company’s operations in the Territory.
Standstill Agreement In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).