Delaware Sample Contracts

2018 Long Term Incentive Compensation Award Agreement for the Senior Leadership Team Under the Waste Management, Inc. 2014 Stock Incentive Plan (February 23rd, 2018)

This Award Agreement (this Agreement) is entered into effective as of February 20, 2018 (the Grant Date), by and between Waste Management, Inc., a Delaware corporation (the Company) (together with its Subsidiaries and Affiliates, WM), and you (Employee). At all times, the Awards under this Agreement are subject to the terms and conditions of the Waste Management, Inc. 2014 Stock Incentive Plan (the Plan), this Agreement, and all applicable administrative interpretations and practices. A copy of the Plan is available online at http://visor.wm.com under the Legal tab. Once there, scroll to the bottom of the Legal page, then choose Documents, Stock Incentive Plan and choose 2014 Stock Incentive Plan. A description of the Plan appears on the same page under 2014 Stock Incentive Plan Prospectus (the Prospectus). Please also see the Companys Form 10-K included in its most recent Annual Report, available on the Investor Relations page of www.wm.com under F

Oaktree Capital Group Llc – Restricted Unit Award Agreement (February 23rd, 2018)

This RESTRICTED UNIT AWARD AGREEMENT (as may be amended, modified, supplemented or restated from time to time, this "Agreement") is effective as of [ ] (the "Effective Date"), by and between OAKTREE CAPITAL GROUP, LLC, a Delaware limited liability company (the "Company"), and you (the "Participant"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Oaktree Capital Group, LLC Amended and Restated 2011 Equity Incentive Plan (as amended, modified, supplemented or restated from time to time, the "Plan") and the Third Amended and Restated Operating Agreement of the Company, dated as of August 31, 2011 (as amended, modified, supplemented or restated from time to time, the "Operating Agreement"), as applicable. This Agreement shall be deemed executed, accepted and agreed to by all parties hereto upon the Participant's acceptance of this Agreement by clicking on the "Accept" button related to this Award in the Oaktree equity portal estab

Reign Sapphire Corp – Common Stock Purchase Warrant Reign Sapphire Corporation (February 23rd, 2018)

This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in connection with the funding of the $147,000.00 convertible promissory note issued to the Holder (as defined below) of even date) (the "Note"), _____________________, a ___________________________ (including any permitted and registered assigns, the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Reign Sapphire Corporation, a Delaware corporation (the "Company"), 980,000 shares of Common Stock (as defined below) (the "Warrant Shares") at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated February 16, 2018, by and among the Company and the Holder (the "Purchase Agreement").

Exchange Agreement (February 23rd, 2018)

[], a [ ] (the Holder) enters into this Exchange Agreement (the Agreement) with Iconix Brand Group, Inc., a Delaware corporation (the Company), on February [], 2018, whereby the Holder will exchange (the Exchange) the Companys 1.50% Convertible Senior Subordinated Notes due 2018 (CUSIP No.: 451055 AC1) (the 2018 Notes) for the Companys 5.75% Convertible Senior Secured Second Lien Notes due 2023 (CUSIP No.: 451055 AG2) having such terms as set forth in the Indenture (as defined herein) (the 2023 Notes) at an exchange ratio of $1,000 principal amount of 2023 Notes for each $1,000 principal amount of 2018 Notes, and a cash payment.

Dropbox, Inc. – Dropbox, Inc. 2018 Employee Stock Purchase Plan (February 23rd, 2018)
Amended and Restated By-Laws of Waste Management, Inc. As of February 19, 2018 (February 23rd, 2018)
Dropbox, Inc. – Dropbox, Inc. Indemnification Agreement (February 23rd, 2018)

This Indemnification Agreement (this Agreement) is dated as of , and is between Dropbox, Inc., a Delaware corporation (the Company), and (Indemnitee).

Notice of Grant of Restricted Stock Unit Award (Time-Vesting) (February 23rd, 2018)

Leidos Holdings, Inc. (the "Company") hereby grants this Restricted Stock Unit Award (the "Award") of the number of Restricted Stock Units set forth in this Notice of Grant of Restricted Stock Unit Award (the "Notice") to the Grantee designated in this Notice, pursuant to the provisions of the Company's 2017 Omnibus Incentive Plan (the "Plan") and subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Restricted Stock Units Award (the "Terms"). Together, this Notice, the attached Terms and all exhibits and appendices hereto constitute the "Agreement." The terms and conditions of the Plan are incorporated by reference in their entirety into this Agreement. When used in this Agreement, the terms that are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable).

Emergent BioSolutions Inc. Form of Restricted Stock Unit Award Agreement - Canadian Participant (February 23rd, 2018)
Amended and Restated Employment Agreement (February 23rd, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is effective as of July 2, 2008 (the "Effective Date"), by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (the "Company"), and BRENT B. BICKETT (the "Employee"). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

Energy Transfer Equity – Amended and Restated Energy Transfer Equity, L.P. Long-Term Incentive Plan (February 23rd, 2018)
Theravance – Innoviva, Inc. 2012 Equity Incentive Plan Notice of Restricted Stock Unit Award (February 23rd, 2018)

Each restricted stock unit (the restricted stock unit) represents the right to receive one share of the Companys Common Stock subject to the terms and conditions contained in the Restricted Stock Unit Agreement.

Employment Agreement (February 23rd, 2018)

This EMPLOYMENT AGREEMENT, dated as of the 15th day of November, 2017, is between CNO Services, LLC, an Indiana limited liability company ("Company"), and Yvonne K. Franzese ("Executive").

Alliance Resource Partners, L.P. – Fifth Amendment to The (February 23rd, 2018)

This FIFTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this "Amendment"), dated as of January 17, 2018, is entered into by and among the following parties:

Smart Server, Inc – Inventory Financing and Security Agreement (February 23rd, 2018)

This Inventory Financing and Security Agreement ("Agreement") is effective as of February 16, 2018 and is made by and among the following parties:

W. P. Carey – Second Amendment to Advisory Agreement (February 23rd, 2018)

THIS SECOND AMENDMENT TO THE ADVISORY AGREEMENT (this "Amendment") dated as of June 13, 2017, is among CAREY WATERMARK INVESTORS 2 INCORPORATED, a Maryland corporation ("CWI 2"), CWI 2 OP, LP, a Delaware limited partnership of which CWI 2 is a general partner (the "Operating Partnership"), and CAREY LODGING ADVISORS, LLC, a Delaware limited liability company (the "Advisor").

JUNIPER NETWORKS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN as Amended and Restated as of December 1, 2017 (February 23rd, 2018)
Occidental Petroleum Corporation 2015 Long-Term Incentive Plan Form of Amendment to Notice of Grant of Performance Retention Incentive Award (Performance-Based Vesting: Equity-Settled Award) (February 23rd, 2018)

This Amendment (the "Amendment") to the Notice of Grant of Performance Retention Incentive Award (Performance-based Vesting: Equity-Settled Award) (the "Notice") previously granted under the Occidental Petroleum Corporation 2015 Long-Term Incentive Plan, as the same may be amended and restated from time to time (the "Plan"), is hereby made by and between OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation ("Occidental"), and _______________ (the "Grantee"), to be effective as of January 1, 2018 (the "Effective Date"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Plan, the Notice or the Standard Award Terms and Conditions attached to the Notice.

Venator Materials PLC – VENATOR MATERIALS 2017 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Form) (February 23rd, 2018)

This Agreement is made and entered into as of the Date of Grant set forth above, by and between Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (the "Company") and you;

[Form Of] SUPPORT AGREEMENT (February 23rd, 2018)

This SUPPORT AGREEMENT is dated as of [], 2018 (this Agreement), by and among General Mills, Inc., a Delaware corporation (Parent) and [], a [] (the Stockholder).

Cvr Energy, Inc. Long-Term Incentive Plan Performance Unit Award Agreement (February 23rd, 2018)

This PERFORMANCE UNIT AWARD AGREEMENT (this "Agreement"), made as of November 1, 2017 (the "Grant Date"), between CVR Energy, Inc., a Delaware corporation (the "Company"), and the individual grantee designated on the signature page hereof (the "Grantee").

Ninth Amendment to Consolidated Csg Master Subscriber Management System Agreement Between Csg Systems, Inc. And (February 23rd, 2018)

This Ninth Amendment (the "Amendment") is made by and between CSG Systems, Inc., a Delaware corporation ("CSG"), and Charter Communications Operating, LLC, a Delaware limited liability company ("Customer"). CSG and Customer entered into that certain Consolidated CSG Master Subscriber Management System Agreement effective as of August 1, 2017 (CSG document no. 4114281), as amended (the "Agreement"), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by th

PBF Holding Co LLC – Pbf Energy Inc. 2017 Equity Incentive Plan Form Of (February 23rd, 2018)

THIS AGREEMENT (the "Agreement"), is made effective as of the date set forth on the signature page hereto (the "Date of Grant"), between PBF Energy Inc. (the "Company") and the individual named on the signature page hereto (the "Grantee").

AMERIPRISE FINANCIAL SUPPLEMENTAL RETIREMENT PLAN as Amended and Restated Effective October 3, 2017 (February 23rd, 2018)
Arbor Realty Trust – Placement Agreement Dated as of December 6, 2017 (February 23rd, 2018)

The Notes shall be issued pursuant to an Indenture, to be dated as of December 20, 2017 (the Indenture), among the Co-Issuers, Arbor Realty SR, Inc. (including any successor by merger, the Seller or the Arbor Parent), as advancing agent, U.S. Bank National Association, as trustee (in such capacity, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, and U.S. Bank National Association, as custodian, and the Preferred Shares shall be issued pursuant to the Governing Documents (as defined in the Indenture) of the Issuer, certain resolutions of the board of directors of the Issuer passed prior to the issuance of the Preferred Shares and the Preferred Share Paying Agency Agreement, to be dated as of December 20, 2017 (the Preferred Share Paying Agency Agreement), among the Issuer, U.S. Bank National Association, as preferred share paying agent (the Preferred Share Paying Agent), and MaplesFS Limited, a

Tidewater Inc. – Executive Employment Agreement (February 23rd, 2018)

This Executive Employment Agreement (this "Agreement") is entered into between Tidewater Inc., a Delaware corporation (the "Company") and John T. Rynd (the "Employee" and, together with the Company, the "Parties"), on February 15, 2018 (the "Execution Date"), with effect from March 5, 2018 (the "Effective Date"'). Capitalized terms used but not defined in this Agreement have the respective meanings provided in Appendix A.

Fourth Amendment to Lease (February 23rd, 2018)

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is entered into as of August 15, 2014, by and between STADIUM PROMENADE LLC, a California limited liability company ("Landlord"), and CENTURY THEATRES, INC., a California corporation ("Tenant").

Sixty-Third Amendment to The (February 23rd, 2018)

This SIXTY-THIRD AMENDMENT (this "Amendment") is made by and between CSG Systems, Inc., a Delaware corporation ("CSG"), and DISH Network L.L.C., a Colorado limited liability company ("Customer"). Upon execution by both parties, this Amendment shall be effective June 1, 2017 ("Effective Date"). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (Document #2301656) entered into effective as of January 1, 2010 (the "Agreement"), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement, as amended hereby. Upon execution of this Amendment by the parties, any subsequent r

PBF Holding Co LLC – Pbf Energy Inc. 2017 Equity Incentive Plan Amended and Restated Restricted Stock Agreement for Non-Employee Directors (February 23rd, 2018)

THIS AGREEMENT (the "Agreement"), is made effective as of the date set forth on the signature page hereto (the "Date of Grant"), between PBF Energy Inc. (the "Company") and the individual named on the signature page hereto (the "Grantee").

W. P. Carey – First Amendment to Amended and Restated Advisory Agreement (February 23rd, 2018)

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this "Amendment") dated as of January 30, 2018, is among CORPORATE PROPERTY ASSOCIATES 17 - GLOBAL INCORPORATED, a Maryland corporation ("CPA:17"), CPA: 17 LIMITED PARTNERSHIP, a Delaware limited partnership of which CPA 17 is the general partner (the "Operating Partnership"), and CAREY ASSET MANAGEMENT CORP., a Delaware corporate and wholly-owned subsidiary of W. P. Carey Inc. (the "Advisor").

World Financial Network Credit Card Master Note Trust – World Financial Network Credit Card Master Note Trust (February 23rd, 2018)

SERIES 2018-A INDENTURE SUPPLEMENT, dated as of February 28, 2018 (the "Indenture Supplement"), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, the "Issuer" or the "Trust"), and MUFG UNION BANK, N.A., a national banking association (formerly known as Union Bank, N.A., "Union Bank"), not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the "Indenture Trustee") under the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment, dated as of March 31, 2003, among WFN Credit Company, LLC (the "Transferor"), the Issuer, Comenity Bank (formerly known as World Financial Network Bank), individually and as Servicer, World Financial Network Credit Card Master Trust, Union Bank (successor to The Ba

Waddell & Reed Financial, Inc. – Waddell & Reed Financial, Inc. Restricted Stock Award Agreement (February 23rd, 2018)

WADDELL & REED FINANCIAL, INC., a corporation organized and existing under the laws of the state of Delaware (or any successor corporation) (the "Company"), does hereby grant and give unto <<Name>> (the "Awardee"), an award of restricted shares of Company Class A common stock (the "Restricted Stock") upon the terms and conditions hereinafter set forth (the "Award").

Restated Employment Agreement (February 23rd, 2018)

This RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made as of February 21, 2018 and effective as of January 11, 2018, by and between Noble Drilling Services Inc., a Delaware corporation (the "Company"), and Julie J. Robertson (the "Executive");

Dropbox, Inc. – Dropbox, Inc. Restricted Stock Award Agreement (February 23rd, 2018)

The individual named above (Participant) has been granted an award of shares of Class A Common Stock (the Shares) of restricted stock (Award) subject to the terms and conditions of this Restricted Stock Award Agreement (including all exhibits) (hereinafter RSA Agreement) on the terms set forth herein.

FOURTH AMENDMENT TO LEASE (Park Lane Mall, Reno, NV) (February 23rd, 2018)

THIS FOURTH AMENDMENT TO LEASE (this "Amendment") is entered into as of the 8th day of August, 2017 (the "Effective Date") by and between SYUFY ENTERPRISES, L.P., a California limited partnership ("Landlord"), and CENTURY THEATRES, INC., a California corporation ("Tenant"), successor-in-interest to Century Theatres, Inc., a Delaware corporation ("Original Tenant").