0000920691-05-000016 Sample Contracts

TRIPOS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 18th, 2005 • Tripos Inc • Services-prepackaged software • Utah

Utah corporation (the "Company"), and ("Indemnitee") and will be effective upon the completion of a distribution (the "Distribution") of the Common Stock of the Company by Evans & Sutherland Computers Corporation ("E&S") pursuant to a Distribution Agreement dated as of , 1994 by and among the Company

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Tripos, Inc.
Stock Option Agreement • May 18th, 2005 • Tripos Inc • Services-prepackaged software • Missouri

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

Tripos, Inc.
Equty Incentive Plan • May 18th, 2005 • Tripos Inc • Services-prepackaged software • Missouri

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this "Agreement")
Severance Agreement • May 18th, 2005 • Tripos Inc • Services-prepackaged software • Utah

WHEREAS, the company recognizes that circumstances may arise in which a change in the control of the Company through acquisition or otherwise may occur thereby causing increased uncertainty of continued employment of the Executive without regard to the Executive's competence or past contributions,

Tripos, Inc.
1994 Stock Plan • May 18th, 2005 • Tripos Inc • Services-prepackaged software • Missouri

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

December 21, 2004 Mr. James Rubin Senior Vice President and Chief Financial Officer Tripos Inc. St. Louis, MO 63144 Dear Mr. Rubin:
Tripos Inc • May 18th, 2005 • Services-prepackaged software • Connecticut

This letter sets forth the agreement of Horizon Technology Funding Company II LLC, a Delaware limited liability company ("Horizon II"), Horizon Technology Funding Company III LLC, a Delaware limited liability company ("Horizon III"), and Sand Hill Venture Debt Fund III, LLC, a California limited liability company ("Sand Hill; Horizon II, Horizon III and Sand Hill are sometimes individually referred to as a "Purchaser" and, collectively, as the "Purchasers") and Tripos, Inc., a Utah corporation (the "Company") regarding the purchase by each Purchaser from Company of shares of Company's common stock (the "Common Stock") on the date hereof, as specified in Section 1, below. The parties agree as follows:

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