Plan And Agreement Sample Contracts

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Plan and Agreement of Merger (January 5th, 2015)

THIS PLAN AND AGREEMENT OF MERGER, dated as of December 31, 2014 (the "Agreement"), between PTES Acquisition II Corp., a Nevada corporation (the "Parent"), and Titan Energy Worldwide, Inc., a Nevada corporation and a subsidiary of the Parent (the "Subsidiary").

Port of Call Online Inc. – Plan and Agreement of Reorganization (December 24th, 2014)

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to PUREBASE), POCO and its Directors, Scott Dockter and Calvin Lam (individually) represent and warrant to PUREBASE and PUREBASE Stockholders as follows:

Port of Call Online Inc. – Plan and Agreement of Reorganization Among Purebase, Inc. And Us Agricultural Minerals, Llc and Certain Manager-Members of Us Agricultural Minerals, Llc Dated November 24, 2014 (December 24th, 2014)

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to USAM), PUREBASE and its Directors Scott Dockter, Kevin Wright and Todd Gauer (individually) represent and warrant to USAM and USAM Members as follows:

Severance Plan and Agreement (February 19th, 2014)

THIS SEVERANCE PLAN AND AGREEMENT (this "Agreement") is entered into as of 2/12/14, by and between Ambassadors Group, Inc. ("AGI") and Ambassador Programs, Inc. ("API"), on the one hand, and Eric Anderson (the "Executive"), on the other hand. For purposes of this Agreement, AGI, API and their subsidiaries shall be referred to collectively as the "Company".

Christopher Smith Executive Transition Plan and Agreement (The Agreement) (January 31st, 2014)
Michael Russak Executive Transition Plan and Agreement (The Agreement) (January 7th, 2014)
SITEL Worldwide Corp – Restricted Stock Grant Plan and Agreement [Us] (November 1st, 2013)

This is a Restricted Stock Grant Plan and Agreement (this "Agreement") effective as of November 1, 2013, by and between SITEL Worldwide Corporation (the "Company"), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and David L. Beckman, Jr. who resides at 8602 Cheltenham Ct., Louisville, KY 40222 ("Employee").

SITEL Worldwide Corp – Restricted Stock Grant Plan and Agreement [Us] (February 20th, 2013)

This is a Restricted Stock Grant Plan and Agreement (this "Agreement") effective as of February 14, 2013, by and between SITEL Worldwide Corporation (the "Company"), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and Dagoberto Quintana, who resides at 447 Bahia Ave., Key Largo, FL 33037 ("Employee").

SITEL Worldwide Corp – RESTRICTED STOCK GRANT PLAN AND AGREEMENT [Spain] (February 20th, 2013)

This is a Restricted Stock Grant Plan and Agreement (this "Agreement") effective as of February 14, 2013, by and between SITEL Worldwide Corporation (the "Company"), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and Pedro Lozano, who resides at Siroco 8 3o-A, 28223 Pozuelo de Alarcon, Madrid, Spain ("Employee").

SITEL Worldwide Corp – Restricted Stock Grant Plan and Agreement [Us] (February 20th, 2013)

This is a Restricted Stock Grant Plan and Agreement (this "Agreement") effective as of February 14, 2013, by and between SITEL Worldwide Corporation (the "Company"), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and Patrick Tolbert, who resides at 420 Elmington Ave., Apt. 506, Nashville, TN 37205 ("Employee").

SITEL Worldwide Corp – Restricted Stock Grant Plan and Agreement [Us] (February 20th, 2013)

This is a Restricted Stock Grant Plan and Agreement (this "Agreement") effective as of February 14, 2013, by and between SITEL Worldwide Corporation (the "Company"), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and Donald B. Berryman, who resides at 635 Falls Lake Drive, Alpharetta, GA 30022 ("Employee").

Active Health Foods, Inc. – Plan and Agreement (January 4th, 2013)

THIS PLAN OF MERGER AND AGREEMENT, made this 30th day of December 2012 by and between Manos Beverages, Inc. (hereinafter MB), a privately held California corporation and Active Health Foods, Inc. (hereinafter (AHF), a publicly traded California corporation.

Plan and Agreement of Merger (December 19th, 2012)

This PLAN AND AGREEMENT OF MERGER (the "Agreement"), is entered into on this 12th day of December, 2012, by and among Desert Gateway, Inc., a Delaware corporation ("DGTE"), Retrophin, Inc., a Delaware corporation ("Retrophin"), and Desert Gateway Acquisition Corp., a Delaware corporation ("Newco"), a wholly-owned subsidiary of DGTE.

Bioflamex Corp – Plan and Agreement of Triangular Merger Between Bioflamex Corporation, Bioflamex Merger Sub, Inc. And Terra Asset Management, Inc. (July 24th, 2012)

BIOFLAMEX CORPORATION, a Nevada corporation ("Bioflamex"), BIOFLAMEX MERGER SUB, INC., a Nevada corporation (the "Subsidiary"), and TERRA ASSET MANAGEMENT, INC., a Delaware corporation ("Terra Asset Management"), hereby agree as follows:

Great American Food Chain, Inc. – PLAN AND AGREEMENT OF MERGER OF (A Wyoming Corporation) INTO P.C. DEVELOPMENT MERGER CORPORATION (A Nevada Corporation) (February 3rd, 2012)

Plan and Agreement of Merger (hereinafter called "Merger Agreement") dated this 20th day of October 1997, by and between P.C. Development Corporation, a corporation organized and existing under the laws of the state of Wyoming (hereinafter sometimes referred to as "P.C. Development (WY)") and P.C. Development Merger Corporation, a corporation organized and existing under the laws of the state of Nevada (hereinafter sometimes referred to as "P.C. Development (NV)"). These two parties are herein sometimes referred to collectively as the "merging corporations," witnesseth:

Plan and Agreement of Merger (November 29th, 2011)

This Plan and Agreement of Merger, dated as of April 26, 2011 (the "Agreement"), is made by and between SafedoX, Inc., a Wyoming corporation ("Acquiror"), and mind3power, Inc., a California corporation ("Target") (Aquiror and Target being hereinafter collectively referred to as the "Constituent Corporations").

VR Holdings, Inc. – PLAN AND AGREEMENT OF TRIANGULAR MERGER BETWEEN VR HOLDINGS, INC., VRH MERGER SUB, INC. (A Texas Corporation) AND LITIGATION DYNAMICS, INC. (A Texas Corporation) (November 23rd, 2011)

VR HOLDINGS, INC., a Delaware corporation (VR Holdings), VRH MERGER SUB, INC., a Texas corporation (the Subsidiary), and LITIGATION DYNAMICS, INC., a Texas corporation (Litigation Dynamics), hereby agree as follows:

YRC Association Solutions, Inc. – Plan and Agreement of Merger (May 17th, 2011)

THIS Plan and Agreement of Merger (hereinafter called the Agreement), made February 16, 1982, by and among NEW PENN MOTOR EXPRESS, INC. (hereinafter called New Penn), a Pennsylvania corporation, ARNOLD INDUSTRIES, INC. (hereinafter called Holding Company), a Pennsylvania corporation and a wholly owned subsidiary of New Penn, and NPME, INC. (hereinafter called NPME), a Pennsylvania corporation and a wholly owned subsidiary of Holding Company.

Global Wataire – Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. And Rci Solar, Inc. (March 22nd, 2011)

THIS RESCISSION AGREEMENT is made by and between GLOBAL EARTH ENERGY, INC., a Nevada corporation (Global Earth), RCI SOLOAR, INC. a Wyoming corporation (the Subsidiary), and MELVIN K. DICK (the Melvin Dick), who hereby agree as follows:

SITEL Worldwide Corp – Sitel Worldwide Corporation Restricted Stock Grant Plan and Agreement [Us] (March 18th, 2011)

This is a Restricted Stock Grant Plan and Agreement (this Agreement) effective as of <<Certificate Date>>, by and between SITEL Worldwide Corporation (the Company), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and <<Transferee>>, who resides at <<Address 1>>, <<City>>, <<StProvince>> <<Postal Code>> (Employee).

SITEL Worldwide Corp – Sitel Worldwide Corporation Restricted Stock Grant Plan and Agreement [Us] (March 18th, 2011)

This is a Restricted Stock Grant Plan and Agreement (this Agreement) effective as of <<Certificate_Date>>, by and between SITEL Worldwide Corporation (the Company), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and <<Transferee>>, who resides at <<Address_1>>, <<City>>, <<StProvince>> <<Postal_Code>> (Employee).

SITEL Worldwide Corp – Sitel Worldwide Corporation Restricted Stock Unit Plan and Agreement [Us] (March 18th, 2011)

This is a Restricted Stock Unit Plan and Agreement (this Agreement) effective as of <<Certificate_Date>>, by and between SITEL Worldwide Corporation (the Company), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and <<Transferee>>, who resides at <<Address_1>>, <<City>>, <<StProvince>> <<Postal_Code>> (Employee).

Severance Plan and Agreement (March 11th, 2011)

THIS SEVERANCE PLAN AND AGREEMENT (this "Agreement") is entered into as of March 9, 2011, by and between Ambassadors Group, Inc. ("AGI") and Ambassador Programs, Inc. ("API"), on the one hand, and Margaret M. Thomas (the "Executive"), on the other hand. For purposes of this Agreement, AGI and API shall be referred to collectively as the "Company".

Severance Plan and Agreement (March 11th, 2011)

THIS SEVERANCE PLAN AND AGREEMENT (this "Agreement") is entered into as of March 9, 2011, by and between Ambassadors Group, Inc. ("AGI") and Ambassador Programs, Inc. ("API"), on the one hand, and Anthony F. Dombrowik (the "Executive"), on the other hand. For purposes of this Agreement, AGI and API shall be referred to collectively as the "Company".

Universal Health Services – Universal Health Services, Inc. Supplemental Life Insurance Plan and Agreement Part B: Alan B. Miller 2002 Trust (December 10th, 2010)

THIS SUPPLEMENTAL LIFE INSURANCE PLAN AND AGREEMENT (the Plan), is made and entered into effective December 9, 2010, by and between Universal Health Services, Inc., a Delaware corporation (the Company), and Anthony Pantaleoni (the Trustee), as Trustee of the Alan B. Miller 2002 Trust (the Trust), which has been irrevocably designated by the insured executive, Alan B. Miller (the Executive) as the recipient of all benefits provided by the Company under the Plan on behalf of the Executive. The Plan is intended to constitute a non-equity endorsement split dollar arrangement under the Internal Revenue Code of 1986, as amended (the Code) and a welfare benefit plan under the Employee Retirement Income Security Act of 1974, as amended (ERISA), and shall be interpreted accordingly.

Universal Health Services – Universal Health Services, Inc. Supplemental Life Insurance Plan and Agreement Part A: Alan B. Miller 1998 Dual Life Insurance Trust (December 10th, 2010)

THIS SUPPLEMENTAL LIFE INSURANCE PLAN AND AGREEMENT (the Plan), is made and entered into effective December 9, 2010, by and between Universal Health Services, Inc., a Delaware corporation (the Company), and Anthony Pantaleoni (the Trustee), as Trustee of the Alan B. Miller 1998 Dual Life Insurance Trust (the Trust), which has been irrevocably designated by the insured executive, Alan B. Miller (the Executive) as the recipient of all benefits provided by the Company under the Plan on behalf of the Executive. The Plan is intended to constitute a non-equity endorsement split dollar arrangement under the Internal Revenue Code of 1986, as amended (the Code) and a welfare benefit plan under the Employee Retirement Income Security Act of 1974, as amended (ERISA), and shall be interpreted accordingly.

Global Wataire – Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. And Rci Solar, Inc. (December 3rd, 2010)

THIS RESCISSION AGREEMENT is made by and between GLOBAL EARTH ENERGY, INC., a Nevada corporation (Global Earth), RCI SOLOAR, INC. a Wyoming corporation (the Subsidiary), and MELVIN K. DICK (the Melvin Dick), who hereby agree as follows:

Plan and Agreement of Merger (August 10th, 2010)

THIS PLAN AND AGREEMENT OF MERGER (this Agreement), dated as of July 30, 2010, is made and entered into by and between NETREIT, INC., a Maryland corporation (NetREIT-MD), and NETREIT, a California corporation (the Company).

Steele Resources Corp – Plan and Agreement of Reorganization Among Steele Recording Corporation and Steele Resource, Inc. And Certain Stockholders of Steele Resource, Inc. Dated June 17, 2010 (June 21st, 2010)

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to Steele Resource), Steele Recording and its Directors Mr. Peter Kristensen and Mr. Mack Steele (individually) represent and warrant to Steele Resource and Steele Resource Stockholders as follows:

Santeon Group, Inc. – Plan and Agreement of Merger (May 18th, 2010)

This Plan and Agreement of Merger, dated as of May 12, 2010 (the "Agreement"), is made by and among ubroadcast, inc., a Delaware corporation ("Parent"), SI Acquisition Corp., a Delaware corporation wholly owned by Parent ("Acquiror"), and Santeon, Inc., a Delaware corporation ("Target") (Aquiror and Target being hereinafter collectively referred to as the "Constituent Corporations").

Global Wataire – Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc., Global Earth Energy Acquisition Company and 688239 B.C. Ltd. (May 10th, 2010)

GLOBAL EARTH ENERGY, INC., a Nevada corporation (Global Earth), GLOBAL EARTH ENERGY ACQUISITION COMPANY, a Wyoming corporation (the Subsidiary), 688239 B.C. LTD., a British Columbia corporation (688239 B.C.), and MELVIN K. DICK (the 688239 B.C. Stockholder), hereby agree as follows:

Nationwide Life Insurance Co – Plan and Agreement of Merger (September 10th, 2009)

This Plan and Agreement of Merger (the Agreement), is effective as of August 28, 2009 by and between NATIONWIDE LIFE INSURANCE COMPANY, an Ohio stock life insurance company with its statutory office located One Nationwide Plaza, Columbus, OH 43215 (NLIC or the Surviving Corporation), and NATIONWIDE LIFE INSURANCE COMPANY OF AMERICA, a Pennsylvania stock life insurance company with its statutory office located at One Nationwide Plaza, Columbus, OH 43215 (NLICA). NLIC and NLICA are hereinafter sometimes collectively referred to as the Constituent Corporations or individually as a Constituent Corporation.

Egpi Firecreek – Amendment to Plan and Agreement of Triangular Merger Between Egpi Firecreek, Inc., Asian Ventures Corp., M3 Lighting, Inc., and Strategic Partners Consulting, Llc. (June 24th, 2009)

WHEREAS, on or about May 21, 2009, EGPI FIRECREEK, INC., a Nevada corporation ("EGPI"), ASIAN VENTURES CORP., a Nevada corporation (the "Subsidiary"), M3 LIGHTING, INC., a Georgia corporation ("M3"), and STRATEGIC PARTNERS CONSULTING, L.L.C., a Georgia limited liability company ("Strategic Partners") executed that certain Plan and Agreement of Triangular Merger (the "Plan of Merger"); and

Human Biosystems – Plan and Agreement of Triangular Merger Between Human Biosystems, Human Biosystems Acquisition Company and San West, Inc. (June 9th, 2009)

HUMAN BIOSYSTEMS, a California corporation (Human BioSystems), HUMAN BIOSYSTEMS ACQUISITION COMPANY, a Nevada corporation (the Subsidiary), and SAN WEST, INC., a Nevada corporation (San West), hereby agree as follows:

Egpi Firecreek – Plan and Agreement of Triangular Merger Between Egpi Firecreek, Inc., Asian Ventures Corp., M3 Lighting, Inc., and Strategic Partners Consulting, Llc. (May 27th, 2009)

EGPI FIRECREEK, INC., a Nevada corporation ("EGPI"), ASIAN VENTURES CORP., a Nevada corporation (the "Subsidiary"), M3 LIGHTING, INC., a Georgia corporation ("M3"), and STRATEGIC PARTNERS CONSULTING, L.L.C., a Georgia limited liability company ("Strategic Partners") hereby agree as follows: