Participation Agreement Sample Contracts

Lkq Corp – Page 1. INTRODUCTION 1 1.1. Amendment and Restatement of the Plan 1 1.2. Purposes of Plan 1 1.3. “Top Hat” Pension Benefit Plan 1 1.4. Plan Unfunded 1 1.5. Effective Date 1 1.6. Administration 1 2. DEFINITIONS AND CONSTRUCTION 1 2.1. Definitions 1 2.2. Number and Gender 5 2.3. Headings 5 3. PARTICIPATION AND ELIGIBILITY 5 3.1. Participation 5 3.2. Commencement of Participation 6 3.3. Cessation of Active Participation 6 4. DEFERRALS, MATCHING AND COMPANY CONTRIBUTIONS 6 4.1. Deferrals by Participants 7 4.2. Effective Date of Participation Agreement. 7 4.3. Modification or Revocation of Election (March 1st, 2019)
Atlantic Power Corp – AMENDMENT TO TRANSITION EQUITY GRANT PARTICIPATION AGREEMENT (February 28th, 2019)

This AMENDMENT TO TRANSITION EQUITY GRANT PARTICIPATION AGREEMENT (this “Amendment”) is made and entered into as of January 23, 2019, by and among Atlantic Power Services,  LLC, a limited liability company formed under the laws of Delaware  (“Atlantic Services”) and James Moore (the “Participant”).

Masimo Corp – AMENDED AND RESTATED 2007 SEVERANCE PROTECTION PLAN Participation Agreement for Jon Coleman (February 26th, 2019)
Masimo Corp – AMENDED AND RESTATED 2007 SEVERANCE PROTECTION PLAN Participation Agreement for Anand Sampath (February 26th, 2019)

This letter relates to the Amended and Restated 2007 Severance Protection Plan (the “Plan”) that we, Masimo Corporation (the “Company”), have adopted.

N1 Liquidating Trust – AMENDED AND RESTATED PARTICIPATION AGREEMENT Dated as of February 4, 2019 by and between CFI HENDON HOLDINGS, LLC (Initial Senior Participant and Servicer) and N1 HENDON HOLDINGS, LLC (Initial Junior Participant) Hendon (February 5th, 2019)

THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT (“Agreement”), dated as of February 4, 2019, by and between CFI HENDON HOLDINGS, LLC, having an address of 515 S. Flower St., 44th Floor, Los Angeles, CA 90071 (together with its successors and assigns in interest, in its capacity as initial owner of the Senior Participation, the “Initial Senior Participant” and in its capacity as Servicer), and N1 HENDON HOLDINGS, LLC, having an address of 515 S. Flower St., 44th Floor, Los Angeles, CA 90071 (together with its successors and assigns in interest, in its capacity as initial owner of the Junior Participation, the “Initial Junior Participant”).

Realty Income Corp – PARTICIPATION AGREEMENT REALTY INCOME CORPORATION EXECUTIVE SEVERANCE PLAN (January 18th, 2019)

We are pleased to inform you that the Compensation Committee of the Board of Directors of Realty Income Corporation (the “Company”) has determined that, effective as of [______] (the “Participation Date”), you are eligible to participate in the Company’s Executive Severance Plan (the “Plan”) as [an Initial Participant] [a Participant] thereunder, subject to your execution and delivery of this Participation Agreement to the Company and subject to the terms and conditions of the Plan and this Participation Agreement. Capitalized terms used but not otherwise defined in this Participation Agreement will have the definitions provided in the Plan.

SolarMax Technology, Inc. – DEALER PARTICIPATION AGREEMENT (SUNPOWER RESIDENTIAL SOLAR LEASE PROGRAM) (December 24th, 2018)

This DEALER PARTICIPATION AGREEMENT (this “Agreement”) is deemed to be effective as of the later of August 1, 2014 or the date the Agreement is signed by both parties (“Effective Date”) between Solarmax Renewable Energy Provider, Inc., a Corporation (type of entity) organized under the laws of California (state), with its principal place of business at <account address> (“Dealer”) and SunPower Corporation, Systems, a Delaware corporation (“SunPower”).

Bar Harbor Bankshares – BAR HARBOR BANKSHARES EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN Participation Agreement (November 21st, 2018)

This Participation Agreement (this “Agreement”) is made and entered into by and between Bar Harbor Bankshares, a Maine corporation (the “Company”), and the undersigned individual (“you”), who is an employee of the Company and/or Bar Harbor Bank & Trust, a subsidiary of the Company.

Royale Energy, Inc. – PARTICIPATION AGREEMENT (November 19th, 2018)

This Participation Agreement (this “Agreement”) is entered into this 10 day of October, 2018 (“Effective Date”), by and between CALIFORNIA RESOURCES PETROLEUM CORPORATION and its affiliates, a corporation organized and existing under the laws of the State of Delaware with its offices at 11109 River Run Boulevard, Bakersfield, California 93311 (“CRPC”), and ROYALE ENERGY, INC., a corporation organized and existing under the laws of the State of Delaware with its offices at 1870 Cordell Court, Suite 210, El Cajon, CA 92020 (“Royale”), both of which may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.

Rodin Income Trust, Inc. – PARTICIPATION AGREEMENT Dated as of November 1, 2018 by and between RIT Lending, Inc. (Initial Participation A-1 Holder) and Cantor Fitzgerald Investors, LLC (Initial Participation A-2 Holder) 533 East 12th Street, New York, New York (November 7th, 2018)

THIS PARTICIPATION AGREEMENT (this “Agreement”), dated as of November 1, 2018, by and between RIT LENDING, INC., a Delaware limited liability company, having an address at 110 East 59th Street, Sixth Floor, New York, New York 10022 (“Rodin”), as the initial holder of Participation A-1 (in such capacity, the “Initial Participation A-1 Holder”), and CANTOR FITZGERALD INVESTORS, LLC, a Delaware limited liability company, having an address at 110 East 59th Street, Sixth Floor, New York, New York 10022, as the initial holder of Participation A-2 (the “Initial Participation A-2 Holder”).

Heidrick & Struggles International Inc – Restricted Stock Unit Participation Agreement (October 29th, 2018)

This Restricted Stock Unit Participation Agreement (the “Agreement”) is dated as of this 31st day of July, 2018 and sets forth the terms and conditions of the Award described below made by Heidrick & Struggles International, Inc. (the “Company”) to [NAME] (the “Participant”), pursuant to the Second Amended and Restated 2012 Heidrick & Struggles GlobalShare Program (the “Program” or the “Plan”).

Flat Rock Capital Corp. – SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT (October 18th, 2018)

This SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT, dated as of October 12, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between FLAT ROCK CAPITAL CORP., a Maryland corporation, as seller (in such capacity, the “Seller”) and FRC FUNDING I, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

Bain Capital Specialty Finance, Inc. – MASTER PARTICIPATION AGREEMENT (October 17th, 2018)

Master Participation and Assignment Agreement (as amended from time to time, this “Agreement”), dated as of September 28, 2018, between BCSF I, LLC, a Delaware limited liability company (the “Financing Subsidiary”), and BCC Middle Market CLO 2018-1, LLC, a Delaware limited liability company (the “Issuer”).

Oxford Square Capital Corp. – SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT by and between OXFORD SQUARE FUNDING 2018, LLC, as the Buyer and OXFORD SQUARE CAPITAL CORP., as the Seller October 12, 2018 (October 12th, 2018)

THIS SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”) is dated as of October 12, 2018 (the “Purchase Date”), by and between OXFORD SQUARE CAPITAL CORP., a Maryland corporation, as the seller (in such capacity, the “Seller”) and OXFORD SQUARE FUNDING 2018, LLC, a Delaware limited liability company, as the buyer (in such capacity, the “Buyer”).

Tri-State Generation & Transmission Association, Inc. – MISSOURI BASIN POWER PROJECT LARAMIE RIVER ELECTRIC GENERATING STATION AND TRANSMISSION SYSTEM PARTICIPATION AGREEMENT AMENDMENT NO. 12 (September 26th, 2018)

This Amendment No. 12 (“Amendment”), dated as of September 20,  2018,  by and between BASIN ELECTRIC POWER COOPERATIVE, a North Dakota corporation (“Basin Electric”); TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC., a Colorado corporation (“Tri-State”); CITY OF LINCOLN, NEBRASKA, a Nebraska municipal corporation operating the Lincoln Electric System (“L.E.S.”); HEARTLAND CONSUMERS POWER DISTRICT, a political subdivision of the State of South Dakota (“Heartland”); WYOMING MUNICIPAL POWER AGENCY, a public corporation of the State of Wyoming (“Wyoming Municipal”); and WESTERN MINNESOTA MUNICIPAL POWER AGENCY, a municipal corporation and political subdivision of the State of Minnesota (“Western Minnesota”), all of whom may be collectively referred to as the “Parties” and individually referred to as “Party.”  Capitalized terms used herein without definition shall have the respective meanings set forth in the Participation Agreement (as defined below).

Rodin Income Trust, Inc. – PARTICIPATION AGREEMENT Dated as of September 21, 2018 by and between RIT Lending, Inc. (Initial Participation A-1 Holder) and Cantor Fitzgerald Investors, LLC (Initial Participation A-2 Holder) DELSHAH BROOKLYN PORTFOLIO (September 25th, 2018)

THIS PARTICIPATION AGREEMENT (this “Agreement”), dated as of September 21, 2018, by and between RIT LENDING, INC., a Delaware limited liability company, having an address at 110 East 59th Street, Sixth Floor, New York, New York 10022 (“Rodin”), as the initial holder of Participation A-1 (in such capacity, the “Initial Participation A-1 Holder”), and CANTOR FITZGERALD INVESTORS, LLC, a Delaware limited liability company, having an address at 110 East 59th Street, Sixth Floor, New York, New York 10022, as the initial holder of Participation A-2 (the “Initial Participation A-2 Holder”).

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – PARTICIPATION AGREEMENT (September 7th, 2018)

This PARTICIPATION AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated [●], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company limited by shares incorporated in the British Virgin Islands (the “Pre-Migration Company” and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability under the laws of the Cayman Islands, the “Company”), MSC Cotai Limited, a business company limited by shares incorporated in the British Virgin Islands (“Newco”), and New Cotai, LLC, a Delaware limited liability company (“New Cotai”). Any capitalized term used and not otherwise defined herein shall have the meaning given to it in Article I.

Georgia Power Co – FIRST AMENDMENT TO AGREEMENT REGARDING ADDITIONAL PARTICIPATING PARTY RIGHTS AND AMENDMENT NO. 3 TO PLANT ALVIN W. VOGTLE ADDITIONAL UNITS OWNERSHIP PARTICIPATION AGREEMENT AND AMENDMENT NO. 4 TO PLANT VOGTLE OWNERS AGREEMENT AUTHORIZING DEVELOPMENT, CONSTRUCTION, LICENSING AND OPERATION OF ADDITIONAL GENERATING UNITS (September 7th, 2018)

This First Amendment to Agreement Regarding Additional Participating Party Rights and Amendment No. 3 to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement and Amendment No. 4 to Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units, dated and effective as of August 31, 2018 (this “First Amendment”), is by and among GEORGIA POWER COMPANY, a corporation organized and existing under the laws of the State of Georgia (“GPC”), OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation formed under the laws of the State of Georgia (“OPC”), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an instrumentality of the State of Georgia (“MEAG”), MEAG POWER SPVJ, LLC, MEAG POWER SPVM, LLC, MEAG POWER SPVP, LLC, each a Georgia limited liability company (collectively, the “MEAG SPVs”), and THE CITY OF DALTON, GEORGIA, an incorporated mu

Talos Energy Inc. – Re: Participation Agreement – Talos Energy Operating Company LLC Executive Severance Plan Dear [ ]: (September 5th, 2018)

We are pleased to inform you that you have been designated as eligible to participate in the Talos Energy Operating Company LLC Executive Severance Plan (as it may be amended from time to time, the “Plan”), as a Tier [1][2] Executive. Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes.

Greenlight Capital Re, Ltd. – PARTICIPATION AGREEMENT (September 4th, 2018)

This Participation Agreement (“Participation Agreement”) is dated as of September 1, 2018 and entered into by and among Greenlight Reinsurance, Ltd. (“GLRE”), Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), DME Advisors II, LLC (“DMEII”) and Solasglas Investments, LP (the “Partnership”).

Amyris, Inc. – Amendment #1 to Participation Agreement (August 14th, 2018)

This Amendment #1 to Participation Agreement (this “Amendment”) is made as of May 30, 2018 by and between Amyris, Inc., a Delaware corporation (the “Company”), and John Melo (the “Employee”).

Simply Good Foods Co – PARTICIPATION AGREEMENT (July 27th, 2018)

This Participation Agreement (this “Agreement”) is made and entered into as of July 23, 2018 (the “Effective Date”) by and between ____________________________ (the “Employee”), Atkins Nutritionals, Inc., a New York corporation (“Atkins”), and The Simply Good Foods Company (the “Company”) (each party to this Agreement being a “Party” and together being the “Parties”).

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – PARTICIPATION AGREEMENT (July 17th, 2018)

This PARTICIPATION AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated [●], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company limited by shares incorporated in the British Virgin Islands (the “Pre-Migration Company” and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability under the laws of the Cayman Islands, the “Company”), MSC Cotai Limited, a business company limited by shares incorporated in the British Virgin Islands (“Newco”), and New Cotai, LLC, a Delaware limited liability company (“New Cotai”). Any capitalized term used and not otherwise defined herein shall have the meaning given to it in Article I.

Oxford Square Capital Corp. – SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT by and between OXFORD SQUARE FUNDING 2018, LLC, as the Buyer and OXFORD SQUARE CAPITAL CORP., as the Seller June 21, 2018 (June 22nd, 2018)

THIS SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”) is dated as of June 21, 2018 (the “Purchase Date”), by and between OXFORD SQUARE CAPITAL CORP., a Maryland corporation, as the seller (in such capacity, the “Seller”) and OXFORD SQUARE FUNDING 2018, LLC, a Delaware limited liability company, as the buyer (in such capacity, the “Buyer”).

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – PARTICIPATION AGREEMENT (June 13th, 2018)

This PARTICIPATION AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated [●], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company limited by shares incorporated in the British Virgin Islands (the “Pre-Migration Company” and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability under the laws of the Cayman Islands, the “Company”), [●], a business company limited by shares incorporated in the British Virgin Islands (“Newco”), and New Cotai, LLC, a Delaware limited liability company (“New Cotai”). Any capitalized term used and not otherwise defined herein shall have the meaning given to it in Article I.

Oglethorpe Power Corp – 1st Quarter 2018 Investor Update Oglethorpe Power Corporation May 31, 2018 Notice to Recipients Cautionary Note Regarding Forward Looking Statements Certain of the information contained in this presentation, including certain of the statements made by representatives of Oglethorpe Power Corporation (An Electric Membership Corporation) (“Oglethorpe”), that are not historical facts are forward-looking statements. Although Oglethorpe believes that in making these forward-looking statements its expectations are based on reasonable assumptions, Oglethorpe cautions the reader not to put undue relian (May 31st, 2018)
First Northern Community Bancorp – PARTICIPATION AGREEMENT FOR Jeremiah Smith (May 9th, 2018)

This Participation Agreement is entered into as of this 1st day of June, 2011, by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with it main office in Dixon, California ("Company") and Jeremiah Smith (the "Executive").

First Northern Community Bancorp – PARTICIPATION AGREEMENT FOR KEVIN SPINK (May 9th, 2018)

This Participation Agreement is entered into as of this 1st day of August, 2017, by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with its main office in Dixon, California ("Company") and Kevin Spink (the "Executive").

First Northern Community Bancorp – FIRST NORTHERN BANK EXECUTIVE RETIREMENT/RETENTION PARTICIPATION AGREEMENT FOR JEFFREY ADAMSKI (May 9th, 2018)

This Executive Retirement/Retention Participation Agreement (the "Agreement") is entered into as of this 1st day of August, 2017, by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with it main office in Dixon, California ("Company") and Jeffrey Adamski (the "Executive").

Masimo Corp – AMENDED AND RESTATED 2007 SEVERANCE PROTECTION PLAN Participation Agreement for Bilal Mushin (May 7th, 2018)
Masimo Corp – AMENDED AND RESTATED 2007 SEVERANCE PROTECTION PLAN Participation Agreement for Tao Levy (May 7th, 2018)
Cree Inc – PARTICIPATION AGREEMENT UNDER CREE SEVERANCE PLAN – SENIOR LEADERSHIP TEAM (May 4th, 2018)

This Participation Agreement Under the Cree Severance Plan – Senior Leadership Team (the “Participation Agreement”) is entered into this __ day of ____, 2018, between Cree, Inc. (the “Company”) and __________ (“Executive”).

BlueLinx Holdings Inc. – INTEGRATION INCENTIVE PLAN PARTICIPATION AGREEMENT (April 19th, 2018)

This Participation Agreement (this “Agreement”) is made as of this [___] day of [_________], 2018 between BlueLinx Corporation, a Delaware corporation (the “Company”) and [_________] (the “Participant”). Capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan (as defined below).

Oglethorpe Power Corp – 4th Quarter and Year End 2017 Investor Briefing Oglethorpe Power Corporation April 9, 2018 Notice to Recipients Cautionary Note Regarding Forward Looking Statements Certain of the information contained in this presentation, including certain of the statements made by representatives of Oglethorpe Power Corporation (An Electric Membership Corporation) (“Oglethorpe”), that are not historical facts are forward-looking statements. Although Oglethorpe believes that in making these forward-looking statements its expectations are based on reasonable assumptions, Oglethorpe cautions the reader not to (April 9th, 2018)
Big Lots Inc – PARTICIPATION AGREEMENT Dated as of November 30, 2017 among AVDC, INC., as the Construction Agent and the Lessee, THE VARIOUS ENTITIES WHICH ARE PARTIES HERETO FROM TIME TO TIME, as the Guarantors, WACHOVIA SERVICE CORPORATION, as the Lessor, THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES HERETO FROM TIME TO TIME, as the Lease Participants, and (April 3rd, 2018)

THIS PARTICIPATION AGREEMENT dated as of November 30, 2017 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this “Agreement”) is by and among AVDC, INC., an Ohio corporation (the “Construction Agent” or “Lessee”); the various entities which are parties hereto from time to time as guarantors (individually, a “Guarantor” and collectively, the “Guarantors”); WACHOVIA SERVICE CORPORATION, a Delaware corporation (the “Lessor”); the various banks and other lending institutions which are parties hereto from time to time as lease participants (individually, a “Lease Participant” and collectively, the “Lease Participants”); and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the agent for the Lessor Parties and, respecting the Security Documents, as the agent for the Secured Parties (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Appendix