Common use of Additional Agreements and Understandings Clause in Contracts

Additional Agreements and Understandings. As an additional inducement to the Company to issue Executive Shares to Executive, Executive acknowledges and agrees that: (i) Neither the issuance of Executive Shares to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company to terminate Executive's employment at any time for any reason. (ii) The Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Shares upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided under this Agreement. (iii) Shares issued by the Company pursuant to a stock dividend, stock split, reclassification or like action, or pursuant to the exercise of a right granted by the Company to all holders of Shares to purchase Shares on a proportionate basis, shall be Transferred only, and for all purposes be treated, in the same manner as, and be subject to the same options with respect to, the Shares which were split or reclassified or with respect to which a stock dividend was paid or rights to purchase Shares on a proportionate basis were granted. In the event of a merger of the Company where this Agreement does not terminate, partnership units, membership units or shares of common stock (and/or securities convertible into such units or shares) which are issued in exchange for Shares shall thereafter be deemed to be Shares subject to the terms of this Agreement. (iv) Any person to whom Executive Securities are to be Transferred (except pursuant to a Public Offering) shall execute and deliver, as a condition to such Transfer, whatever documents are deemed reasonably necessary by the Company, in consultation with its counsel, to evidence such party's joinder in, acceptance of, and agreement with, the obligations with respect to the Executive Securities contained in this Agreement; and (v) Except with the prior written consent of CHS, Executive shall not grant any proxy or become party to any voting trust or other agreement with respect to the Executive Securities or any interest therein.

Additional Agreements and Understandings. As an additional inducement to the Company to issue Executive Shares to Executive, Executive acknowledges and agrees that: (i) Neither the issuance of Executive Shares to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any such Subsidiary to terminate Executive's employment at any time for any reason. (ii) The Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Shares upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided under this Agreement. (iii) Shares issued by the Company pursuant to a stock dividend, stock split, reclassification or like action, or pursuant to the exercise of a right granted by the Company to all holders of Shares to purchase Shares on a proportionate basis, shall be Transferred only, and for all purposes be treated, in the same manner as, and be subject to the same options with respect to, the Shares which were split or reclassified or with respect to which a stock dividend was paid or rights to purchase Shares on a proportionate basis were granted. In the event of a merger of the Company where this Agreement does not terminate, partnership units, membership units or shares of common stock (and/or securities convertible into such units or shares) which are issued in exchange for Shares shall thereafter be deemed to be Shares subject to the terms of this Agreement. (iv) Any person Person to whom Executive Securities are to be Transferred (except pursuant to a Public Offering) shall execute and deliver, as a condition to such Transfer, whatever documents are deemed reasonably necessary by the Company, in consultation with its counsel, to evidence such party's joinder in, acceptance of, and agreement with, the obligations with respect to the Executive Securities contained in this Agreement; and. (v) Within thirty (30) days from the date hereof, Executive shall make an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in form and substance reasonably satisfactory to the Company. (vi) Except with the prior written consent of CHS, Executive shall not grant any proxy or become party to any voting trust or other agreement with respect to the Executive Securities or any interest therein. (vii) Pursuant to a management agreement of even date herewith, Beacon Operating and its Subsidiaries will pay to an Affiliate of CHS management fees in the amount of $300,000 per annum (payable monthly) plus reasonable out of pocket expenses.

Additional Agreements and Understandings. As an additional inducement to the Company to issue Executive Shares to Executive, Executive acknowledges and agrees that: (i) Neither the issuance ownership of Executive Shares to by the Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company to terminate Executive's employment at any time anytime for any reason. (ii) The Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Shares upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided under this Agreement. (iii) Shares issued by the Company pursuant to a stock dividend, stock split, reclassification or like action, or pursuant to the exercise of a right granted by the Company to all holders of Shares to purchase Shares on a proportionate basis, shall be Transferred only, and for all purposes be treated, in the same manner as, and be subject to the same options with respect to, the Shares which were split or reclassified or with respect to which a stock dividend was paid or rights to purchase Shares on a proportionate basis were granted. In the event of a merger of the Company where this Agreement does not terminate, partnership units, membership units or shares of common stock (and/or securities convertible into such units or shares) which are issued in exchange for Shares shall thereafter be deemed to be Shares subject to the terms of this Agreement. (iviii) Any person to whom Executive Securities are to be Transferred (except pursuant to a Public Offering) shall execute and deliver, as a condition to such Transfer, whatever documents are deemed reasonably necessary by the Company, in consultation with its counsel, to evidence such party's joinder in, acceptance of, and agreement with, the obligations with respect to the Executive Securities contained in this Agreement; and. (iv) Within thirty (30) days from the date hereof, Executive shall make an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in form and substance reasonably satisfactory to the Company. (v) Except with the prior written consent of CHS, (A) Executive shall not grant any proxy or become party to any voting trust or other agreement with respect to the Executive Securities or any interest thereintherein (provided, however, that Executive may enter into that certain Stock Appreciation Rights Agreement dated as of even date herewith, with Xxxx Xxxxxxxxx, in the form provided to the Company on the date hereof, which shall not be amended after the date hereof) and (B) Executive shall not pledge any securities to secure indebtedness. (vi) Pursuant to a management agreement of even date herewith, the Company and Beacon Operating will pay to CHS (or one of its Affiliates) management fees in the amount of $300,000 per year (payable monthly) plus reasonable out of pocket expenses.

Additional Agreements and Understandings. As an additional inducement (a) Except as provided herein, Employee continues to be bound by the Confidentiality and Non-Solicitation provisions contained in the Employment Agreement by and between the Company to issue Executive Shares to Executiveand Employee, Executive dated April 1, 2010. Employee acknowledges and agrees that:the Confidentiality and Non-Solicitation provisions are supported by sufficient consideration and survive the termination of Employee’s employment. (ib) Neither Assuming payment/performance of the issuance of Executive Shares consideration to Executive nor Employee specified herein, the Company will be deemed to have paid Employee all wages and commissions due including earned but unused vacation time through the Termination Date less applicable taxes and deductions. Employee is not entitled to any provision contained herein shall entitle Executive to remain in additional wages or commissions. (c) Employee acknowledges that the employment position of the Company or any of its Subsidiaries or affect the right of is that, even though it has paid Employee to release Employee’s Claims, the Company does not admit that it is responsible or legally obligated to terminate Executive's employment at any time for any reason. (ii) The Company shall have no duty or obligation to disclose to ExecutiveEmployee, and Executive shall have no right to be advised ofin fact, any material information regarding the Company denies that it is responsible or legally obligated to Employee. Employee acknowledges that the payments and its Subsidiaries at any time prior to, upon or other consideration described in connection with the repurchase of Executive Shares upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided under this Agreement. (iii) Shares issued by the Company pursuant to a stock dividend, stock split, reclassification or like action, or pursuant to the exercise of a right granted by the Company to all holders of Shares to purchase Shares on a proportionate basis, shall be Transferred only, and for all purposes be treated, in the same manner as, and be subject to the same options with respect to, the Shares which were split or reclassified or with respect to which a stock dividend was paid or rights to purchase Shares on a proportionate basis were granted. In the event of a merger of the Company where this Agreement does not terminate, partnership units, membership units or shares of common stock (and/or securities convertible into such units or shares) which are issued in exchange for Shares shall thereafter be deemed sufficient consideration to be Shares subject to the terms support enforcement of this Agreement. (ivd) Any person Each party agrees that the discussions leading up to whom Executive Securities this Agreement, and also the terms of this Agreement, are to be Transferred forever treated as confidential; and that each party will not disclose, directly or indirectly, either the discussions leading up to this Agreement or the terms of this Agreement to any person or organization. However, Employee may disclose the terms of this Agreement to Employee’s spouse, attorneys, accountant, tax advisor, stock brokerage advancing option funds, government agencies and taxing authorities. Each party will not otherwise disclose either the discussions leading up to this Agreement, or the terms of this Agreement, unless ordered to do so by a court of competent jurisdiction, or required under any applicable Securities Laws, or as otherwise agreed to in writing by the parties. Employee agrees that should Employee materially breach this Agreement, in addition to any other remedies to which it may be entitled, the Company will be entitled to cease payment of the monies specified in 1(a)(i) and (except pursuant ii) of this Agreement. Each party agrees not to a Public Offering) shall execute and deliverdisparage or defame in any way the other party or, as a condition to such Transfer, whatever documents are deemed reasonably necessary by in the case of the Company, any employees or officers of the Company, or make any negative comments about the other party, including, in consultation the case of the Company, its employees and officers, or Employee’s employment relationship with the Company. For purposes of this Paragraph 3(d), the Company includes the Company; all and each of its counselparent entities, to evidence such party's joinder in, acceptance ofsubsidiaries, and agreement withAffiliates; and all and each of the past and present officers, the obligations with respect to the Executive Securities contained in this Agreement; and (v) Except with the prior written consent directors, shareholders, employees, agents, insurers, successors, and assigns of CHS, Executive shall not grant any proxy or become party to any voting trust or other agreement with respect to the Executive Securities or any interest thereinall and each of those entities.

Additional Agreements and Understandings. As an additional inducement to the Company to issue Executive Shares Options to Executive, Executive acknowledges and agrees that: (i) Neither the issuance of Executive Shares Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company to terminate Executive's employment at any time for any reason. (ii) The Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Shares Securities upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided under this Agreement. (iii) Shares issued by the Company pursuant to a stock dividend, stock split, reclassification or like action, or pursuant to the exercise of a right granted by the Company to all holders of Shares to purchase Shares on a proportionate basis, shall be Transferred only, and for all purposes be treated, in the same manner as, and be subject to the same options with respect to, the Shares which were split or reclassified or with respect to which a stock dividend was paid or rights to purchase Shares on a proportionate basis were granted. In the event of a merger of the Company where this Agreement does not terminate, partnership units, membership units or shares of common stock (and/or securities convertible into such units or shares) which are issued in exchange for Shares shall thereafter be deemed to be Shares subject to the terms of this Agreement. (iv) Any person to whom Executive Securities are to be Transferred (except pursuant to a Public Offering) shall execute and deliver, as a condition to such Transfer, whatever documents are deemed reasonably necessary by the Company, in consultation with its counsel, to evidence such party's joinder in, acceptance of, and agreement with, the obligations with respect to the Executive Securities contained in this Agreement. (v) within thirty (30) days from the date hereof, if requested by the Company, Executive shall make an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in form and substance reasonably satisfactory to the Company; and (vvi) Except with the prior written consent of CHS, Executive shall not grant any proxy or become party to any voting trust or other agreement with respect to the Executive Securities or any interest therein.

Additional Agreements and Understandings. As an additional inducement to the Company to issue Executive Shares to Executive, Executive acknowledges and agrees that: (i) Neither the issuance of Executive Shares to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any such Subsidiary to terminate Executive's employment at any time for any reason(subject to the provisions of the Employment Agreement). (ii) The Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Shares upon the termination of Executive's employment with the Company and its Subsidiaries or as otherwise provided under this Agreement. (iii) Shares issued by the Company pursuant to a stock dividend, stock split, reclassification or like action, or pursuant to the exercise of a right granted by the Company to all holders of Shares to purchase Shares on a proportionate basis, shall be Transferred only, and for all purposes be treated, in the same manner as, and be subject to the same options with respect to, the Shares which were split or reclassified or with respect to which a stock dividend was paid or rights to purchase Shares on a proportionate basis were granted. In the event of a merger of the Company where this Agreement does not terminate, partnership units, membership units or shares of common stock (and/or securities convertible into such units or shares) which are issued in exchange for Shares shall thereafter be deemed to be Shares subject to the terms of this Agreement. (iviii) Any person Person to whom Executive Securities are to be Transferred (except pursuant to a Public OfferingOffering or a Sale of the Company) shall execute and deliver, as a condition to such Transfer, whatever documents are deemed reasonably necessary by the Company, in consultation with its counsel, to evidence such party's joinder in, acceptance of, and agreement with, the obligations with respect to the Executive Securities contained in this Agreement; and. No Executive Securities may be Transferred (if the proposed transferee is married), unless, prior to that Transfer, the transferee furnishes a spousal consent in the form attached hereto as EXHIBIT A whereby that spouse agrees that his or her marital property interest or community property interest, if any, in the Executive Securities held from time to time by the transferee is subject to this Agreement. (iv) Within fifteen (15) days from the date hereof, Executive shall make an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in form and substance reasonably satisfactory to the Company. (v) Except with the prior written consent of CHS, Executive shall not grant any proxy or become party to any voting trust or other agreement with respect to the Executive Securities or any interest therein.