Connecticut Sample Contracts

Key Employees Incentive Plan (February 20th, 2019)

The Pitney Bowes Inc. Key Employees Incentive Plan (the "Plan") is designed to provide additional cash incentives for key employees of Pitney Bowes Inc. (the "Company") and its subsidiaries and affiliates by the making of awards of supplemental compensation related to the achievement of certain performance criteria specified from time to time by the Company. It is intended that such awards will be given in a way designed to retain or attract, and to provide additional incentive to key employees in order to align their efforts with the Company and its stockholders.

Premier Holding Corp. – Membership Interest Exchange and Contribution Agreement (February 20th, 2019)

THIS SHARE EXCHANGE AGREEMENT, dated as of the 23 day of March, 2018 (the "Agreement"), by and among AOTS 42, a Delaware corporation (the "Company"). THE POWER COMPANY USA, LLC, an Illinois limited liability company ("TPC"), AMERICAN ILLUMINATING COMPANY. LLC, a Connecticut limited liability company ("AIC"), and Premier Holding Corporation, the sole member of TPC and AIC ("PRHL") each of whom has executed a counterpart signature page to this Agreement. The Company, TPC, AIC and PRHL are individually referred to herein as a "Party" and collectively as the "Parties."

Pitney Bowes Senior Executive Severance Policy (February 20th, 2019)
Private and Confidential November 21, 2018 by Email Paul Francese (February 20th, 2019)
Carrols Restaurant Group, Inc. Enters Into Definitive Agreement to Acquire 221 Restaurants and Expand Into Popeyes Brand Through Merger With Cambridge Franchise Holdings, LLC (February 20th, 2019)

Syracuse, New York - (Business Wire) - February 20, 2019 - Carrols Restaurant Group, Inc. ("Carrols" or the "Company") (Nasdaq: TAST), the largest Burger King franchisee in the U.S., today announced that it has entered into a definitive Agreement and Plan of Merger to acquire 166 Burger King(r) and 55 Popeyes(r) restaurants from Cambridge Franchise Holdings, LLC ("Cambridge") in 10 Southeastern and Southern states. In addition to its strong restaurant portfolio in these attractive geographies, Cambridge has an established track record of developing both new Burger King and new Popeyes restaurants that the Company believes will benefit Carrols' stockholders and broaden its capital allocation and growth opportunities.

Avangrid, Inc. – Contract (February 20th, 2019)
Chicken Soup for the Soul Entertainment, Inc. – Subscription Agreement (February 19th, 2019)

This subscription agreement (this "Subscription") is dated February 13, 2019, by and between the investor identified on the signature page hereto (the "Investor") and Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (the "Company"), whereby the parties agree as follows:

Advance Auto Parts, Inc. Special Performance-Based Restricted Stock Unit Award Agreement (February 19th, 2019)

THIS CERTIFIES THAT Advance Auto Parts, Inc. (the "Company") has on the Grant Date specified below granted to Reuben E. Slone (the "Participant") an award of Performance-based Restricted Stock Units ("PSUs") representing the right to receive a like number of shares of Advance Auto Parts, Inc. common stock, $.0001 par value per share ("Common Stock"), as indicated in the terms outlined below, subject to certain restrictions and conditions contained in this Award Agreement ("Agreement") and the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the "Plan"). In the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

Danielson Holding Corporation – Amended and Restated Intercompany Subordination Agreement (February 19th, 2019)

AGREEMENT, dated as of August 21, 2018 (as may be amended, restated, supplemented, replaced or otherwise modified from time to time, the "Agreement", is entered into by and among COVANTA ENERGY, LLC, a Delaware limited liability company (the "Company"), COVANTA HOLDING CORPORATION, a Delaware corporation ("Holding"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantor Subsidiaries under and as defined in the Credit Agreement (defined below) (collectively, the "Guarantor Subsidiaries," and together with the Company and Holding, the "Covanta Parties"), CERTAIN OTHER SUBSIDIARIES OF COMPANY as Non-Guarantor Subsidiaries under and as defined in the Credit Agreement (defined below) (collectively, the "Non-Guarantor Subsidiaries") and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the benefit of the Secured Parties (as such term is defined in the Credit Agreement defined below).

2018 Performance-Based Restricted Stock Unit Award Agreement (February 19th, 2019)

This certifies that Advance Auto Parts, Inc. (the "Company") has granted to <Participant Name> (the "Participant") an award of Performance-Based Restricted Stock Units ("PSUs") representing the right to receive a like number of shares ("Shares") of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share ( "Common Stock"), as indicated in the terms outlined below, subject to certain restrictions and on the terms and conditions contained in this Award Agreement ("Agreement") and the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the "Plan"). In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

2017 Performance-Based Restricted Stock Unit Award Agreement (February 19th, 2019)

This certifies that Advance Auto Parts, Inc. (the "Company") has granted to <Participant Name> (the "Participant") an award of Performance-Based Restricted Stock Units ("PSUs") representing the right to receive a like number of shares ("Shares") of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share ( "Common Stock"), as indicated in the terms outlined below, subject to certain restrictions and on the terms and conditions contained in this Award Agreement ("Agreement") and the Advance Auto Parts, Inc. 2014 Long-Term Incentive Plan (the "Plan"). In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

Retirement Agreement and General Release (February 19th, 2019)
CONDUENT Inc – Contract (February 19th, 2019)
Danielson Holding Corporation – Contract (February 19th, 2019)
Contract (February 19th, 2019)
Barry Melnkovic Senior Vice President & Chief Human Resources Officer United States Steel Corporation (February 15th, 2019)
Commitment Agreement (February 15th, 2019)

Athene Annuity and Life Company ("Insurer") is pleased to provide, on the following terms, the non-participating single premium group annuity contract, supported by a dedicated separate account and guaranteed by its general account (the "Contract") for the Weyerhaeuser Pension Plan (the "Plan") in consideration of the mutual promises made and representations, warranties and covenants contained in this Commitment Agreement (this "Commitment Agreement"). For purposes of this Commitment Agreement, capitalized terms will have the meaning set forth in paragraph 9. By signing this Commitment Agreement, Insurer, Weyerhaeuser Company (the "Company"), and State Street Global Advisors Trust Company, acting solely in its capacity as the independent fiduciary of the Plan (the "Independent Fiduciary"), agree as follows:

Rogers Corporation Severance Plan (February 13th, 2019)
TRANSDIGM INC. 7.50% Senior Subordinated Notes Due 2027 REGISTRATION RIGHTS AGREEMENT (February 13th, 2019)
Ellington Financial LLC – ELLINGTON FINANCIAL LLC, as Parent 5.50% Senior Notes Due 2022 (February 13th, 2019)

THIS INDENTURE, dated as of February 13, 2019, is by and among EF Holdco Inc., a Delaware corporation ("EF Holdco"), EF Cayman Holdings Ltd., a Cayman Islands exempted company incorporated with limited liability (together with EF Holdco, the "Issuers"), Ellington Financial LLC, a Delaware limited liability company (the "Parent") and Wilmington Trust, National Association, a national banking association organized under the laws of the United States, as trustee (the "Trustee").

Levi Strauss & Co – Contract (February 13th, 2019)
PB Bancorp, Inc. – Change in Control Agreement (February 12th, 2019)

This Change in Control Agreement ("Agreement") is made as of the 19th day of December, 2018 by and between PB Bancorp, Inc., a Maryland corporation (the "Company"), its wholly-owned subsidiary, Putnam Bank (the "Bank" and, together with the Company, the "Employers") and Robert J. Halloran, Jr. (the "Executive").

PB Bancorp, Inc. – Change in Control Agreement (February 12th, 2019)

This Change in Control Agreement ("Agreement") is made as of the 19th day of December, 2018 by and between PB Bancorp, Inc., a Maryland corporation (the "Company"), its wholly-owned subsidiary, Putnam Bank (the "Bank" and, together with the Company, the "Employers") and Thomas Borner (the "Executive").

Morgan Stanley Capital I Trust 2018-L1 – Contract (February 8th, 2019)
Everett SpinCo, Inc. – Contract (February 8th, 2019)
Altice USA, Inc. – Contract (February 8th, 2019)
A-4 (February 7th, 2019)
United Technologies Corporation Board of Directors (February 7th, 2019)
NEW JERSEY RESOURCES CORPORATION 2017 Stock Award and Incentive Plan Performance Share Units Agreement (NFE) (February 6th, 2019)

This Performance Share Units Agreement (the "Agreement"), which includes the attached "Terms and Conditions of Performance Share Units" (the "Terms and Conditions") and the attached Exhibit A captioned "Performance Goal and Earning of Performance Share Units", confirms the grant on November , 2018, (the "Grant Date") by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the "Company"), to _____________________ ("Employee"), under Sections 6(e), 6(i) and 7 of the 2017 Stock Award and Incentive Plan (the "Plan"), of Performance Share Units (the "Performance Share Units"), including rights to Dividend Equivalents as specified herein, as follows:

2017 Stock Award and Incentive Plan Performance Share Units Agreement - TSR (February 6th, 2019)

This Performance Share Units Agreement (the "Agreement"), which includes the attached "Terms and Conditions of Performance Share Units" (the "Terms and Conditions") and the attached Exhibit A captioned "Performance Goal and Earning of Performance Share Units", confirms the grant on November , 2018 (the "Grant Date") by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the "Company"), to LAURENCE M. DOWNES ("Employee"), under Sections 6(e), 6(i) and 7 of the 2017 Stock Award and Incentive Plan (the "Plan"), of Performance Share Units (the "Performance Share Units"), including rights to Dividend Equivalents as specified herein, as follows:

2017 Stock Award and Incentive Plan Performance Share Units Agreement - TSR (February 6th, 2019)

This Performance Share Units Agreement (the "Agreement"), which includes the attached "Terms and Conditions of Performance Share Units" (the "Terms and Conditions") and the attached Exhibit A captioned "Performance Goal and Earning of Performance Share Units", confirms the grant on November , 2018 (the "Grant Date") by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the "Company"), to _____________ ("Employee"), under Sections 6(e), 6(i) and 7 of the 2017 Stock Award and Incentive Plan (the "Plan"), of Performance Share Units (the "Performance Share Units"), including rights to Dividend Equivalents as specified herein, as follows:

NEW JERSEY RESOURCES CORPORATION 2017 Stock Award and Incentive Plan Performance-Based Restricted Stock Units Agreement (February 6th, 2019)

This Performance-Based Restricted Stock Units Agreement (the "Agreement"), which includes the attached "Terms and Conditions of Performance-Based Restricted Stock Units" (the "Terms and Conditions") and the attached Exhibit A captioned "Performance Goals and Vesting of Performance-Based Restricted Stock Units", confirms the grant on November , 2018 (the "Grant Date") by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the "Company"), to LAURENCE M. DOWNES ("Employee"), under Sections 6(e), 6(i) and 7 of the 2017 Stock Award and Incentive Plan (the "Plan"), of Performance-Based Restricted Stock Units (the "Performance-Based Restricted Stock Units"), including rights to dividends paid on the Performance-Based Restricted Stock Units as specified herein, as follows:

NEW JERSEY RESOURCES CORPORATION Deferred Stock Retention Award Agreement (February 6th, 2019)

This Deferred Stock Retention Award Agreement (the "Agreement"), which includes the attached "Terms and Conditions of Deferred Stock," confirms the grant on November , 2018 (the "Grant Date"), by New Jersey Resources Corporation, a New Jersey corporation ("NJR"), to ("Employee"), under Section 6(e) of the 2017 Stock Award and Incentive Plan (the "Plan"), of Deferred Stock, including the rights to Dividend Equivalents thereon as specified herein, as follows:

NEW JERSEY RESOURCES CORPORATION 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement (February 6th, 2019)

This Restricted Stock Units Agreement (the "Agreement"), which includes the attached "Terms and Conditions of Restricted Stock Units" (the "Terms and Conditions"), confirms the grant on November ___, 2018 (the "Grant Date") by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the "Company"), to ("Employee"), under Section 6(e) of the 2017 Stock Award and Incentive Plan (the "Plan"), of Restricted Stock Units, including rights to Dividend Equivalents as specified herein, as follows:

NEW JERSEY RESOURCES CORPORATION 2017 Stock Award and Incentive Plan Performance-Based Restricted Stock Units Agreement (February 6th, 2019)

This Performance-Based Restricted Stock Units Agreement (the "Agreement"), which includes the attached "Terms and Conditions of Performance-Based Restricted Stock Units" (the "Terms and Conditions") and the attached Exhibit A captioned "Performance Goals and Vesting of Performance-Based Restricted Stock Units", confirms the grant on November , 2018 (the "Grant Date") by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the "Company"), to ("Employee"), under Sections 6(e), 6(i) and 7 of the 2017 Stock Award and Incentive Plan (the "Plan"), of Performance-Based Restricted Stock Units (the "Performance-Based Restricted Stock Units"), including rights to dividends paid on the Performance-Based Restricted Stock Units as specified herein, as follows: