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Confidentiality and Non-Disclosure Agreement (6-909) (16 pages)
Convertible Promissory Note which automatically converts into shares of common stock if certain events occur (6-158) (22 pages)
Directors Stock Appreciation Rights Plan which provides for automatic grants of 10,000 SARs to each non-employee director on effective date of Plan and 1,000 additional SARs on each March 1st thereafter. Newly elected non-employee directors are granted 10,000 SARs on date of their election (18-402) (12 pages)
Employment Agreement which includes provisions for annual bonus, stock options, employee loans, confidentiality, covenant not to compete, release of claims, and spousal consent, among others (6-887) (29 pages)
Equipment Lease Agreement with purchase option that is non-cancelable by Lessee and specifies that it is a net net lease with no warranties by Lessor (12-1665) (13 pages)
Escrow and Security Agreement (12-2322) (24 pages)
Indemnification Agreement between corporation and its directors and non-director officers at level of Vice President and above (17-102) (13 pages)
Non-competition Agreement (12-2315) (14 pages)
Registration Rights Agreement which provides for demand registration and piggyback registration (6-206) (22 pages)
Retirement Plan for Outside Directors under which the Company grants performance shares to directors and, at the end of each performance period, the Company establishes an account on behalf of each director to which it credits an amount equal to the increase in value of Company common stock during the performance period multiplied by the number of his or her performance shares (21-135) (11 pages)
Revolving Promissory Note (6-201) (11 pages)
Rights Agreement under which Preferred Stock Purchase Rights will be distributed to stockholders of record as of record date of stockholders meeting at the rate of one Right for each share of common stock held. Includes the following exhibits: (a) Designation of Rights, Privileges, and Preferences of Series A Preferred Stock and (b) Form of Rights Certificate (13-276) (30 pages)
Security Agreement under which all real and personal property of corporation is pledged as collateral to secure payment and performance of borrower's obligations under certain promissory notes (6-142) (22 pages)
Standstill Agreement under which the sellers under a Purchase Agreement agree to certain restrictions on their right to acquire additional voting securities of the acquiring company, to certain restrictions on their right to transfer their voting securities, and to certain other matters relating to their voting securities (12-1737) (14 pages)
Stock Purchase Assistance Plan under which the Compensation Committee may grant loans to selected key executives for the purpose of acquiring corporation stock, including the exercise of employee stock options. All loans are full recourse loans, evidenced by a promissory note and secured by the shares purchased with loan proceeds and bear interest approximately equal to corporation's cost of borrowing (p23-106) (16 pages)
Employees Stock Deferral Plan and Directors Stock Deferral Plan that allow participants to defer to a later year certain compensation which would otherwise be includable in income for tax purposes in the year in which it would have been paid. The Plans also provide for the investment of such compensation in a deferred stock account in the form of shares of corporation common stock (20.102) (17 pages)
Indemnification Agreement between a corporation and one or more of its officers and/or directors which provides, among other things, that (a) in the event of a change in control, the corporation shall establish an Escrow Reserve of $2,000,000 as security for its obligations under the Indemnification Agreement and (b) in the event of any liquidation, merger, consolidation or reorganization in which the corporation is not the surviving entity, or sale of all or substantially all of the corporation's assets, the corporation shall ensure that the Indemnification Agreement is assumed by the surviving entity or otherwise provide for the satisfaction of its obligations thereunder (17.121) (19 pages)
Restricted Stock Award Plan under which a committee of the Board of Directors can (a) grant restricted stock to officers and key employees of the corporation and (b) reimburse such persons for amounts payable by them as a consequence of any such award (20.201) (11 pages)
Voting Trust Agreement and Voting Trust Certificate among a corporation, a majority shareholder of the corporation (the "Shareholder"), four individuals ("Voting Trustees") and a bank ("Depositary") under which all capital stock of the corporation that is owned by the Shareholder is held in the Depositary under the control of the Voting Trustees until the passage of a specified period of time or the earlier happening of any one of three stated events. Until termination of the Trust, the Voting Trustees and not the Shareholder, have the right to vote all shares of the capital stock (4.204) (17 pages) 
Subordinated Debenture which (a) permits redemption at various times prior to the stated maturity date at redemption prices ranging from 105% to 100% of the principal amount and (b) requires redemption through the operation of a mandatory sinking fund (6.206) (19 pages)
Standby Equity Agreement among a corporation and three standby investors in connection with obtaining certain amendments, modifications and waivers of defaults under a Credit Agreement among the corporation and named banks and providing requested assurances to the banks regarding the ability of the corporation to comply with specific financial ratios and covenants required by the Credit Agreement. In consideration for the standby investors' commitment to provide cash funding pursuant to the Standby Equity Agreement, the corporation will be obligated to issue to them a specified number of shares of corporation common stock (6.214) (21 pages)
Stock Option Plan which provides for the grant of (a) Incentive Stock Options, (b) Non-qualified Stock Options, and (c) Reload Options [non-qualified stock options which (i) are awarded automatically upon the exercise of a stock option granted under the Plan where the option price is paid by the optionee's delivery of previously owned shares of common stock and (ii) entitle such optionee to purchase the number of shares so delivered for an option price equal to the fair market value of a share of common stock on the date the original option was exercised] (18.253) (13 pages)
Liquidating Trust Agreement established by a corporation in order to maximize the value of a wholly-owned subsidiary to its shareholders by having the trustee either (a) sell the subsidiary and distribute the proceeds of the sale to the shareholders or (b) distribute the shares of the subsidiary to the shareholders (7.301) (21 pages)
Equity Based Long Term Incentive Plan under which the compensation committee can grant (a) Non-Qualified Stock Options, (b) Stock Appreciation Rights, (c) Restricted Stock and (d) Deferred Stock. The committee may elect to cash out all or part of the portion of any stock option that is being exercised by paying the optionee an amount, in cash or common stock, equal to the excess of the fair market value of the common stock over the option price times the number of shares of common stock subject to the option on the effective date of such cash-out (18.306) (21 pages)
Non-Employee Directors Deferred Compensation Plan under which outside directors can defer receipt, and therefore recognition as income for federal income tax purposes, of 100% of all fees that would otherwise be paid to such director by the corporation for services on the Board and committees thereof. Participants may elect to have the deferred amounts invested 100% in shares of common stock ("Share Election") or to accumulate and earn interest at a floating rate equal to the prime rate of a major bank. If a Share Election is made, the Participant Account will be credited with 10% of the compensation otherwise payable to the participant. Participant Accounts consisting of shares will also be credited for dividends on the common stock in an amount equal to the dividends attributable to the number of shares held in the Participant Account (14.404) (14 pages)
Stock Option Plan for Non-Employee Directors under which, on each June 30th, each outside director is granted a non-qualified stock option to purchase 1,000 shares of common stock. The exercise price is the greater of the fair market value of the common stock on the date of grant or the par value of the common stock on the date of exercise. Annual options are exercisable in full following 6 months from their grant date and will expire 10 years from the grant date. The Plan also provides that each outside director may elect to receive non-qualified stock options in lieu of all or part of retainers and fees payable to the director for service on the Board and its committees. The exercise price for each deferred compensation option is the greater of $1.00 or the par value of the common stock on the date of exercise. The number of shares covered by a deferred compensation option is the amount of the director's compensation divided by the difference between the fair market value of the common stock on the payment date and $1.00 (18.507) (16 pages)
Warrant issued to directors of a corporation in consideration for their previously having pledged personal real estate as collateral for, and acted as personal guarantors under, a loan which the corporation obtained from a bank (18.554) (18 pages)
Stock Appreciation Rights Plan which provides for the granting of (a) Stock Appreciation Rights ("SAR") to employees, directors and consultants and (b) Limited Stock Appreciation Rights to persons who are subject to Section 16 of the Securities Exchange Act of 1934. Limited Rights have the same terms and conditions as SARs except that Limited Rights are automatically exercised on a date established, without any action on the part of the grantee, which is at least six months after the grant of the Limited Right. To the extent a Limited Right is exercised, the related SAR is canceled, and vice versa. The purpose of the Limited Right is to provide grantees who are subject to the short swing profit recovery provisions of the Exchange Act with the benefits associated with exercise of the SARs even though the exercise occurs outside of the "window period" prescribed by the SEC (18.601) (17 pages)

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Jefren Publishing Company, Inc
1513 Auburn Avenue
Rockville, MD 20850
800-444-0405 or 301-279-7082
www.jefren.com
info@jefren.com

 

 
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