Form Of Letter Agreement Sample Contracts

KLX Energy Services Holdings, Inc. – FORM OF LETTER AGREEMENT BETWEEN THOMAS P. McCaffrey AND KLX ENERGY SERVICES HOLDINGS, INC. KLX Energy Services Holdings, Inc. 1300 Corporate Center Way Wellington, FL 33414 (August 15th, 2018)

This letter agreement confirms the terms and conditions of your employment with KLX Energy Services Holdings, Inc. (the Company) as set forth below:

[Form of Letter Agreement] (May 24th, 2018)

I am pleased to offer you the position of Executive Vice President, Chief Human Resources Officer, effective May 22, 2018. The offer is subject to the approval of the U.S. Cellular Board of Directors.

Leisure Acquisition Corp. – Form of Letter Agreement (December 1st, 2017)

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") proposed to be entered into by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering") of 20,000,000 of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one-half of one warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (the "Registration Statement") and prospectus (the "Prospectus") filed by

Newmark Group, Inc. – Form of Letter Agreement Newmark Group, Inc. (December 1st, 2017)

We understand that a takeover proposal may create uncertainty for highly valued employees such as yourself. In order to encourage you to remain in the employ of Newmark Group, Inc. and/or its subsidiaries (collectively, the Company) and to provide additional incentive for you to promote the success of the business of the Company, the Company has provided you with this agreement (this Agreement), which provides for certain payments and benefits in the event of a Change in Control. Capitalized terms used but not otherwise defined in this Agreement are defined in Exhibit A to this Agreement.

Leisure Acquisition Corp. – Form of Letter Agreement (November 28th, 2017)

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") proposed to be entered into by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering") of 20,000,000 of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one-half of one warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (the "Registration Statement") and prospectus (the "Prospectus") filed by

Leisure Acquisition Corp. – Form of Letter Agreement (November 3rd, 2017)

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") proposed to be entered into by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering") of 25,000,000 of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one-half of one warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (the "Registration Statement") and prospectus (the "Prospectus") filed by

Osprey Energy Acquisition Corp – Form of Letter Agreement (June 28th, 2017)

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") to be entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the "Company"), and Credit Suisse Securities (USA) LLC as representative (the "Representative") of the several underwriters named therein (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering"), of 28,750,000 of the Company's units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one-half of one warrant. Each whole Warrant (each, a "Warrant") entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on

Osprey Energy Acquisition Corp – Form of Letter Agreement (May 25th, 2017)

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") to be entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the "Company"), Credit Suisse Securities (USA) LLC, as the underwriter (the "Underwriter" relating to an underwritten initial public offering (the "Public Offering"), of 28,750,000 of the Company's units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one-half of one warrant. Each whole Warrant (each, a "Warrant") entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with

Dts – Form of Letter Agreement Letter Agreement (December 1st, 2016)

The purpose of this letter agreement (this Letter Agreement) is to inform you that you are eligible for an award under the DTS, Inc. 2016 Executive Retention Bonus Plan (the Plan). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto under the Plan. The award for which you are eligible consists of the following:

Golar LNG Partners LP – Form of Letter Agreement Amendment (October 3rd, 2016)
Form of Letter Agreement (April 6th, 2015)

WHEREAS, Matson, Inc. (the Company) considers it essential to the best interests of the Company and its shareholders to encourage the continued employment of key management personnel;

Form of Letter Agreement (February 26th, 2015)

Reference is made to that certain Commercial Paper Dealer Agreement, dated as of February 16, 2011 (the Dealer Agreement), among Time Warner Inc., a Delaware corporation (the Issuer), Historic TW Inc. (the Note Guarantor), Home Box Office, Inc. and Turner Broadcasting System, Inc. (together with Home Box Office, Inc., the Supplemental Guarantors) and [] (the Dealer). Capitalized terms used in this letter agreement (this Agreement) and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Dealer Agreement.

Form of Letter Agreement (October 24th, 2014)

WHEREAS, Matson, Inc. (the Company) considers it essential to the best interests of the Company and its shareholders to encourage the continued employment of key management personnel;

RSP Permian, Inc. – FORM OF LETTER AGREEMENT RSP PERMIAN, L.L.C. 3141 Hood Street, Suite 701 Dallas, Texas 75219 (January 2nd, 2014)
Form of Letter Agreement (March 1st, 2013)

WHEREAS, Alexander & Baldwin Holdings, Inc. (the Company) has entered into a Separation and Distribution Agreement (the Separation Agreement) with Alexander & Baldwin, Inc., a Hawaii corporation (A&B, Inc.);

Biota Pharmaceuticals Inc. – Re: Letter Agreement (The Agreement) for Stock Option Grant And (November 14th, 2012)

I am pleased to report that for good and valuable consideration, receipt of which is hereby acknowledged, Biota Pharmaceuticals, Inc., a Delaware corporation (the Company), does hereby grant to you (the Optionee) an option to purchase XXXXXXXX (XXXXX) shares of Common Stock of the Company (the Option). This Option is being granted as an inducement to the hiring of the Optionee and has not been granted pursuant to the Nabi Biopharmaceuticals 2007 Omnibus Equity and Incentive Plan (the Plan). However, as set forth below, unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Plan. In addition, certain provisions set forth in the Plan shall govern the terms, administration, and interpretation of this Award (collectively, the defined terms and provisions are referred to as the Applicable Plan Provisions). By signing this Agreement, the Optionee: (a) acknowledges receipt of and represents that the Optionee has read and is familiar with this Agreement, the

Corsair Components, Inc. – [Corsair Letterhead] Dear Mr. [ ], (May 4th, 2012)

In connection with our IPO, you have executed a Lock-Up Letter Agreement (the Agreement) which, among other things, freezes your ability to exercise vested stock options until the expiration thereof. In the event you are involuntarily terminated without cause prior to the expiration of the lock up period as described in that Agreement, you could be in a situation where the right to exercise your vested stock options would expire prior to the expiration of the lock-up period.

March 13, 2012 To: Salix Pharmaceuticals, Ltd. 8510 Colonnade Center Drive Raleigh, NC 27615 Attn: Adam Derbyshire Telephone: 919-862-1025 Facsimile: 919-228-4225 From: Re: Base Issuer Warrant Transaction (Transaction Reference Number: ) (March 16th, 2012)

The purpose of this communication (this Confirmation) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the Transaction) between (Dealer) and Salix Pharmaceuticals, Ltd. (Issuer). This communication constitutes a Confirmation as referred to in the ISDA Master Agreement specified below.

March 13, 2012 To: Salix Pharmaceuticals, Ltd. 8510 Colonnade Center Drive Raleigh, NC 27615 Attn: Adam Derbyshire Telephone: 919-862-1025 Facsimile: 919-228-4225 From: Re: Base Convertible Bond Hedge Transaction (Transaction Reference Number: ) (March 16th, 2012)

The purpose of this communication (this Confirmation) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the Transaction) between (Dealer) and Salix Pharmaceuticals, Ltd. (Counterparty). This communication constitutes a Confirmation as referred to in the ISDA Master Agreement specified below.

Form of Letter Agreement for the Following Executives: Richard Cimino, William Klitgaard, James Lovett, Deborah Tanner and John Watson February 21, 2012 Name / Address Re: Employment Letter Agreement (The Agreement) Dear [Name]: Position as [Job Title], You Will Report Directly to the Chief Executive Officer of Covance Inc. (Covance or the Company). Term (February 24th, 2012)

This Agreement shall commence as of February 21, 2012 and unless earlier terminated shall continue until the third anniversary of such date (the Expiration Date). Except as provided below or unless earlier terminated, your employment under this Agreement shall automatically be extended for successive three-year periods commencing on the Expiration Date and each three year anniversary thereof unless you are notified in writing by the Chief Executive Officer of Covance at least 13 months prior to the date on which your employment under this Agreement is next scheduled to expire that this Agreement will not be extended. In the event you cease to be a member of the Executive Committee (or any successor committee), regardless of the reason for such cessation, and regardless of whether you are still employed by Covance or a subsidiary thereof, your employment under this Agreement will terminate at the end of the then current three-year term (as extended by any renewal term if applicable).

U.S. Silica Holdings Inc. – In Light of Recent Court Decisions Concerning the Rights of Corporate Directors and Officers (Including Directors Designated by Sponsor Shareholder Investors) to Advancement of Expenses and Indemnification, Golden Gate Private Equity, Inc. (Golden Gate) and U.S. Silica Holdings, Inc. (The Company) Have Agreed to Enter Into This Letter Agreement (This Agreement) to Clarify Their Understandings With Respect to Certain Matters. Capitalized Terms Not Defined Elsewhere in This Agreement Are Used Herein as Defined in Section 3. (December 29th, 2011)

This Agreement clarifies certain rights of (i) Golden Gate; (ii) any Golden Gate Affiliate or other persons or entities providing management, advisory, consulting or other services at the direction or request of Golden Gate or any Golden Gate Affiliate to or for the benefit of the Company or any successors or direct or indirect parents or subsidiaries of the Company (individually, including the Company, a U.S. Silica Company, and collectively, including the Company, the U.S. Silica Companies); (iii) any Fund; (iv) any persons designated by Golden Gate, any Golden Gate Affiliate or any Fund to serve as a director, officer, board observer, partner, trustee, fiduciary, manager, employee, agent, consultant or advisor, or functional or foreign equivalent of the foregoing, of or to any of the U.S. Silica Companies or of or to any partnership or joint venture of which any U.S. Silica Company is a partner or member (collectively, the Golden Gate Designees); and (v) any direct or indirect partn

Martin Marietta Materials, Inc. 2710 Wycliff Road Raleigh, NC 27607-3033 (December 15th, 2011)

By this letter agreement I hereby waive any right to receive any (1) compensation or benefits to which I would be entitled under my Employment Protection Agreement (EPA) dated between me and Martin Marietta Materials, Inc, (the Company) and (2) enhanced change of control benefits under the Companys Amended and Restated Supplemental Excess Retirement Plan (SERP), if I terminate my employment with the Company without Good Reason (that otherwise would trigger the foregoing rights) during the 30 day period following the second anniversary of the consummation of the proposed transaction (including as such proposed transaction may be modified) to combine the Company with Vulcan Materials Company, as described in the Companys Registration Statement on Form S-4 filed by the Company on December 12, 2011.

Arbolada Capital Management Co – [Form of Letter Agreement] the TCW Group, Inc. (May 2nd, 2011)
[Form of Letter Agreement Among Cazador Acquisition Corporation Ltd. And Each of the Directors and Executive Officers of Cazador Acquisition Corporation Ltd.] (October 6th, 2010)
[Form of Letter Agreement Among Cazador Acquisition Corporation Ltd., Arco Capital Management LLC, and Cazador Sub Holdings Ltd.] (October 6th, 2010)
[Form of Letter Agreement Among Cazador Acquisition Corporation Ltd. And Each of the Directors and Executive Officers of Cazador Acquisition Corporation Ltd.] (September 3rd, 2010)
[Form of Letter Agreement Among Cazador Acquisition Corporation Ltd., Arco Capital Management LLC, and Cazador Sub Holdings Ltd.] (September 3rd, 2010)
Form of Letter Agreement (August 9th, 2010)

Fifth Third Bancorp (the Company) is a participant the Capital Purchase Program (CPP) established by the United States Department of Treasury (Treasury) under its Troubled Asset Relief Program (TARP) pursuant to the Emergency Economic Stabilization Act of 2008 (EESA).

Telanetix – Form of Letter Agreement (July 7th, 2010)

This letter agreement (this "Letter Agreement") is entered into in connection with that certain Securities Purchase Agreement of even date herewith among Telanetix, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Buyers attached thereto (the "SPA").

Amcol International Corporation – Form of Letter Agreement for Award Under Amcol International Corporation 2010 Cash Incentive Plan (May 7th, 2010)

Congratulations! At a recent meeting, the Compensation Committee of AMCOL International Corporation's Board of Directors (the "Committee") granted you an award under AMCOL's 2010 Cash Incentive Plan (the "Plan"). This letter (the "Letter") sets forth the terms and conditions of that award (the "Award"). The Award is also subject to the provisions of the Plan, a copy of which is attached hereto. Any capitalized term used in this Letter and not defined shall have the meaning set forth in the Plan.

Mirion Technologies, Inc. – Contract (April 14th, 2010)

In accordance with the Instructions to Item 601 of Regulation S-K, the Registrant has omitted filing as exhibits to this Registration Statement on Form S-1 the Letter Agreements dated March 18, 2010 between Mirion Technologies, Inc. and each of the following Preferred Stockholders because they are substantially identical in all material respects to the Form of Letter Agreement filed as Exhibit 10.25.

XL CAPITAL LTD FORM OF LETTER AGREEMENT RELATING TO EMPLOYMENT AGREEMENT Re: Ordinary Share Exchange (March 1st, 2010)

As you know, XL Capital Ltd, a Cayman Islands company (the Company), is considering proposing a scheme of arrangement under Cayman Islands law to its ordinary shareholders, which effectively will change the Companys place of incorporation to Ireland from the Cayman Islands. Completion of the proposed scheme of arrangement will result in an exchange of all of the Class A ordinary shares of the Company for ordinary shares of XL Capital plc, an Irish company (Irishco), on a one-for-one basis (the Ordinary Share Exchange).

[Form of Letter Agreement Relating to Section 409A of the Internal Revenue Code] (March 10th, 2009)

The purpose of this letter is to amend your prior employment agreement (the Agreement) with OpenTV, Inc. (OpenTV) in order to make technical amendments to certain terms of your Agreement. These changes are necessary in order to comply with certain changes to the U.S. Internal Revenue Code. Effective as if included originally in the Agreement, you and OpenTV agree that the Agreement is hereby amended as follows:

Form of Letter Agreement Regarding Standards for Incentive Compensation to Executive Officers Under the Tarp Capital Purchase Program (March 2nd, 2009)

Popular, Inc. (the Company) intends to enter into a Securities Purchase Agreement, (the Participation Agreement), with the United States Department of Treasury (Treasury) that provides for the Companys participation in the Treasurys TARP Capital Purchase Program (the CPP).

FORM OF LETTER AGREEMENT OF EXEMPT PERSON [Tw Telecom Letterhead] [Date] (January 30th, 2009)

Reference is hereby made to the Rights Agreement, dated as of January 20, 2009 (the Rights Agreement), between tw telecom inc. and Wells Fargo Bank, N.A., as Rights Agent. Capitalized terms used without definition in this letter have the meanings set forth in the Rights Agreement.