Buck Donald H Sample Contracts

Buck Donald H – AGREEMENT OF WAIVER (March 16th, 1998)

Exhibit 15 AGREEMENT OF WAIVER Agreement of Waiver dated as of February 23, 1998 by and among Louis H. Siracusano ("LS"), Arnold P. Ferolito ("AF"), Donald H. Buck ("DB"), The Equitable Life Assurance Society of the United States, a New York company ("ELAS"), Equitable Deal Flow Fund, L.P., a Delaware limited partnership ("EDFF" and together with ELAS, "Equitable"), Terrence A. Elkes ("Elkes") and Kenneth F. Gorman ("Gorman"). W I T NE S S E T H ------------------ WHEREAS, International Post Limited, LS, AF and DB are parties to the Stock Resale Agreement, dated as of August 26, 1997 ("Stock Resale Agreement"); WHEREAS, LS, AF, DB, Equitable, Elkes and Gorman are parties to the Tag-Along Rights Agreement, dated as of August 26, 1997 ("Tag-Along Rights Agreement"); WHEREAS, LS, AF and DB are parties to an

Buck Donald H – EMPLOYMENT AGREEMENT (September 4th, 1997)

Exhibit 9 EMPLOYMENT AGREEMENT AGREEMENT, dated as of August 26, 1997, by and between Video Services Corporation, a Delaware corporation (formerly known as International Post Limited), with its principal office at 545 Fifth Avenue, New York, New York 10017 (the "Company"), and Louis H. Siracusano, with an address at 13 Lexington Lane, Montvale, New Jersey 07645 (the "Employee"). INTRODUCTION The parties hereto desire to provide for the employment of the Employee with the Company. In order to accomplish such purpose, and in consideration of the terms, covenants and conditions hereinafter set forth, the parties hereby enter into this employment agreement. ARTICLE I EMPLOYMENT; TERM; DUTIES 1.01 Employment. Upon the terms and conditions hereinafter set forth, the Compan

Buck Donald H – STOCK OPTION AGREEMENT (September 4th, 1997)

EXHIBIT 14 STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of August __, 1997 is made by and between Louis H. Siracusano, Arnold P. Ferolito and Donald H. Buck (each, a "Stockholder" and collectively, the "Stockholders") and Kenneth F. Gorman (the "Optionee"). WHEREAS, Video Services Corporation ("VSC") (an entity in which the Stockholders are the sole stockholders) has entered into a Merger Agreement (the "Merger Agreement") with International Post Limited (the "Company") dated June 27, 1997, pursuant to which such corporations will be merged (the "Merger"); WHEREAS, VSC has previously granted an option to the Optionee to acquire 30,000 shares of the common stock ("Common Stock") of the Company, which option was on this day terminated pursuant to the terms of the Merger Agreement and is being replaced by this Agreement; and WHEREAS, the Stockholders desire to grant an option to O

Buck Donald H – LOSSES ESCROW AGREEMENT (September 4th, 1997)

Exhibit 10 LOSSES ESCROW AGREEMENT LOSSES ESCROW AGREEMENT (the "Agreement"), dated as of August 26, 1997, by and among International Post Limited, a Delaware corporation ("IPL"), Louis H. Siracusano ("Siracusano"); Arnold P. Ferolito ("Ferolito"); and Donald H. Buck ("Buck") (each a "Stockholder" and collectively, the "Stockholders") and IBJ Schroder Bank & Trust Company (the "Escrow Agent"). Any reference herein to any Stockholder shall be deemed to also include a reference to the heirs, estate and personal representatives of such Stockholder. Unless otherwise indicated herein, each capitalized term used herein shall have the meaning attributed to it in the glossary set forth in Section 20 hereof. W I T N E S S E T H: WHEREAS, IPL, Video Services Corporation, a New Jersey corporation ("Video") and the Stockholders are parties to an Agreement and Plan of Merger (the "Merg

Buck Donald H – AGREEMENT (September 4th, 1997)

Exhibit 12 AGREEMENT Agreement dated this 26th day of August, 1997 by and among Louis H. Siracusano ("Siracusano"), Arnold P. Ferolito ("Ferolito"), and Donald H. Buck ("Buck"). BACKGROUND This agreement (the "Agreement") sets forth the agreement among Siracusano, Ferolito and Buck, (each, a "Stockholder" and collectively, the "Stockholders"), the three stockholders of Video Services Corporation ("Video"), regarding, among other things, shares of Common Stock of Video ("Video Shares") and shares of Common Stock ("IPL Shares") of International Post Limited ("IPL"). Reference is made to the Agreement and Plan of Merger among Video, IPL and the Stockholders dated as of June 27, 1997 (the "Merger Agreement") relating to the proposed merger (the "Merger") of IPL and Video and the Stock Resale Agreement (the "Stock Resale Agreement") among the Stockholders, The Equitable Lif

Buck Donald H – STOCKHOLDERS' ESCROW AGREEMENT (September 4th, 1997)

Exhibit 11 STOCKHOLDERS' ESCROW AGREEMENT STOCKHOLDERS' ESCROW AGREEMENT (the "Agreement"), dated as of August 26, 1997, by and among Louis H. Siracusano ("Siracusano"); Arnold P. Ferolito ("Ferolito"); and Donald H. Buck ("Buck") (each a "Stockholder" and collectively, the "Stockholders") and Gordon Altman Butowsky Weitzen Shalov & Wein (the "Escrow Agent"). Any reference herein to any Stockholder shall be deemed to also include a reference to the heirs, estate and personal representatives of such Stockholder. W I T N E S S E T H: WHEREAS, the Stockholders have executed an Agreement dated August 26, 1997, (the "Stockholders' Agreement") a copy of which is attached hereto as Exhibit A in connection with the proposed merger (the "Merger") of International Post Limited, a Delaware corporation ("IPL") and Video Services Corporation, a New Jersey corporation ("Video") with IPL to

Buck Donald H – EMPLOYMENT AGREEMENT (September 4th, 1997)

Exhibit 8 EMPLOYMENT AGREEMENT AGREEMENT, dated as of August 26, 1997, by and between Video Services Corporation, a Delaware corporation (formerly known as International Post Limited), with its principal office at 545 Fifth Avenue, New York, New York 10017 (the "Company"), and Donald H. Buck with an address at 2 Deerburn Court, Florham Park, New Jersey 07932 (the "Employee"). INTRODUCTION The parties hereto desire to provide for the employment of the Employee with the Company. In order to accomplish such purpose, and in consideration of the terms, covenants and conditions hereinafter set forth, the parties hereby enter into this employment agreement. ARTICLE I EMPLOYMENT; TERM; DUTIES 1.01 Employment. Upon the terms and conditions hereinafter set forth, the Company he

Buck Donald H – STOCK OPTION AGREEMENT (September 4th, 1997)

EXHIBIT 13 STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of August __, 1997 is made by and between Louis H. Siracusano, Arnold P. Ferolito and Donald H. Buck (each, a "Stockholder and collectively, the "Stockholders") and Terrence A. Elkes (the "Optionee"). WHEREAS, Video Services Corporation ("VSC") (an entity in which the Stockholders are the sole stockholders) has entered into a Merger Agreement (the "Merger Agreement") with International Post Limited (the "Company") dated June 27, 1997, pursuant to which such corporations will be merged (the "Merger"); WHEREAS, VSC has previously granted an option to the Optionee to acquire 30,000 shares of the common stock ("Common Stock") of the Company, which option was on this day terminated pursuant to the terms of the Merger Agreement and is being replaced by this Agreement; and WHEREAS, the Stockholders desire to grant an option to Op