Kennxxx X. Xxxxx xx Jamex X. Xxxxxx, xx any of their siblings, lineal descendants, lineal descendants of such siblings, any of their respective spouses or any trust established for any of their benefit, who might otherwise be an Acquiring Person by reason of any deemed beneficial ownership arising from arrangements which have been or may be entered into among members of such family; provided, further, that the acquisition by Messrs. Kennxxx X. Xxxxx xx Jamex X. Xxxxxx xx additional shares of Common Stock in excess of 1% of the then outstanding Common Stock of the Company, exclusive of shares of Common Stock acquired by Messrs. Smitx xx Warrxx xxx their Affiliates and Associates as a result of stock dividends, stock splits, recapitalizations or similar transactions in which the Company did not receive any consideration for issuing the shares of Common Stock in question and shares of Common Stock acquired by Messrs. Smitx xxx Warrxx xxx their Affiliates and Associates as a result of gifts, devises, bequests and intestate succession, shall cause Messrs. Smitx xxx Warrxx xx become an "Acquiring Person", unless (x) such acquisition occurs solely by reason of subclause (A) or (B) of said clause (v) or (y) such acquisition is accomplished pursuant to the approval of a majority of the Continuing Directors then in office, (vii) any such Person who has reported or is required to report such ownership on Schedule 13G under the Exchange Act (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such Schedule (other than the disposition of the Common Stock) and, within 10 Business Days of being requested by the Company to advise it regarding the same, certifies to the Company that such Person acquired shares of Common Stock in excess of 15% inadvertently or without knowledge of the terms of the Rights and who, together with all Affiliates and Associates, within 45 Days following the date of this Agreement disposes of sufficient shares such that such Person shall be and then remain thereafter a Beneficial Owner of less than 15% of the shares of Common Stock then outstanding; provided, however, that if the Person requested to so certify fails to do so within 10 Business Days, then such Person shall become an Acquiring Person i...
Kennxxx X. Xxxx xxxll be the Tax Matters Partner as that term is defined in Section 6231(a)(7) of the Code provided, that if Kennxxx X. Xxxx xx not a General Partner, the General Partner shall be the Tax Matters Partner and shall so inform the Internal Revenue Service or, if there is more than one General Partner, the General Partners shall select a General Partner to be the Tax Matters Partner and shall inform the Internal Revenue Service of that selection. In that capacity, in the event of an income tax audit of any Partnership return, to the extent the Partnership is treated as an entity for purposes of the audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for and represent the Partnership, and to enter into a settlement agreement within the meaning of Section 6224(c)(1) of the Code (or comparable provisions under state or local law) to which each Partner agrees to be bound. All expenses incurred in connection with any such audit shall be expenses of the Partnership. The Tax Matters Partner shall be authorized to carry out on behalf of the Partnership and at the Partnership's expense all acts appropriate to such designation with respect to federal, state and local taxing authorities.
Kennxxx X. Xxxxxxxx ----------------------------------------------------- Name: Kennxxx X. Xxxxxxxx, xx his individual capacity and as general partner of Davidson Management International Limited Partnership /s/ Petex X. Xxxxxx ----------------------------------------------------- Name: Petex X. Xxxxxx /s/ Davix X. Xxxxxx ----------------------------------------------------- Name: Davix X. Xxxxxx /s/ Henrx X. XxXxxx ----------------------------------------------------- Name: Henrx X. XxXxxx /s/ Jack X. Xxxxxx ----------------------------------------------------- Name: Jack X. Xxxxxx /s/ Alan Xxxxxx ----------------------------------------------------- Name: Alan Xxxxxx /s/ Josexx Xxxxxx ----------------------------------------------------- Name: Josexx Xxxxxx /s/ Suzaxxx Xxxxx ----------------------------------------------------- Name: Suzaxxx Xxxxx /s/ Ernexx X. Xxxxxx ----------------------------------------------------- Name: Ernexx X. Xxxxxx /s/ Davix X. Hxxxxx ----------------------------------------------------- Name: Davix X. Hxxxxx PROJECT MEDIC MANAGEMENT/DIRECTOR EQUITY INVESTMENT AND STOCK AND COMPENSATION TERM SHEET
Kennxxx X. You shall be a participant in the Company's Incentive Compensation Plan. As part of Dynegy's incentive compensation program, you will have the opportunity to earn a target bonus in an amount equal to 100% of your Base Salary and a maximum cash award in an amount equal to 200% of your Base Salary, dependent upon certain financial or performance objectives, determined in accordance with such program and by the Board of Directors. To the extent any incentive compensation in excess of the maximum cash amount referenced above is payable under the Incentive Compensation Plan in any year to you, the Company will pay you any such amounts in noncash equivalents (e.g., stock options or restricted securities of the Company) of equal value, as determined by the Board of Directors in its sole and absolute discretion. At your election, in lieu of paying you all or part of such incentive compensation bonus, the Company will allow you to direct that all or part of such incentive compensation shall be allocated by the Company to, or expended directly for, charitable contributions of your selection.
Kennxxx X. Xxxxxxxx Xxxuary 11, 2000 Page 5
Kennxxx X. To protect and safeguard the Company's trade secrets and Confidential Information and also the Company's goodwill with its suppliers and clients, for that period of time following the termination of your employment for any reason other than pursuant to Paragraph 2(c) above (i.e., in the event of a termination pursuant to the first paragraph of Paragraph 2(c), the non-compete obligations of this Paragraph 4(c) shall terminate) through the expiration of the Term, you will not, within a 50 mile radius of any location where the Company had an office at any time during the Term hereof or any location where a client or supplier of the Company (which is a material client or supplier at any time during the Term hereof) had an office at any time during the Term hereof, without the prior written consent of the Board of Directors of the Company, directly or indirectly, engage in or be interested in (as owner, partner, shareholder, employee, director, agent, consultant or otherwise), any business which is a competitor of the Company, as hereinafter defined. For purposes of this Agreement, a "competitor of the Company" is any entity, including, without limitation, a corporation, sole proprietorship, partnership, joint venture, syndicate, trust or any other form of organization or a parent, subsidiary or division of any of the foregoing, which, during such period or the immediately preceding fiscal year of such entity, was engaged in the unregulated marketing, gathering, transportation or processing of natural gas or derivatives of natural gas or other hydrocarbons or electricity. For purposes of this paragraph, the following entities shall not be deemed to be competitors of the Company: (i) a Local Distribution Company ("LDC") to the extent that any purchases or sales by such LDC are only for consumption on its system; (ii) a natural gas producer to the extent that such producer sells only its own production or production of other working interest owners in wellx xx which it owns an interest; (iii) a natural gas pipeline company in the jurisdictional aspects of its business, i.e., other than a nonjurisdictional marketing affiliate or production affiliate (except as to such production affiliate's own production as described in clause (ii) of this Paragraph 4(c)); or (iv) an integrated regulated electric and/or gas utility as long as such utility does not engage in the unregulated marketing of its generation or power trading other than that related to the generation or p...
Kennxxx X. Xxxxxxxx Xxxuary 11, 2000 Page 11 If the foregoing reflects your understanding of the terms of your employment with the Company, please execute each copy of this letter in the space provided below. DYNEGY INC.
Kennxxx X. Xxxxxx (xxe relator) is an individual resident of Kentucky. In 1997, the relator filed a qui tam action in the United States District Court for the Western District of Kentucky entitled United States ex rel. Kennxxx X. Xxxxxx x. American HomePatient, Inc., American HomePatient, Inc., Delaware, and Jessx & Xessx Xxxerprises, Inc. (the Civil Action). From 1983 until approximately March 1998, relator was employed by the AHOM Companies or Respro, Inc., an entity whose assets were purchased by the AHOM Companies. Hollxx xxxt recently held the position of billing manager of the AHOM Companies' Kentucky Regional Billing Center.
Kennxxx X. Xxxxxx Xxxoratories, Inc. 765 Xxx Xxx Xxxx Xxxxx Xxxx Xxxxxxxxx, Xxx Xxxx 00000 Xxar Tony: Alteon Inc. ("Alteon") wishes to retain the services of the Kennxxx X. Xxxxxx Xxxoratories, Inc. ("Warrxx"), and Warrxx xx willing to provide its services to Alteon, in connection with the conduct of the Research Program (as such term is defined herein), upon the terms and conditions set forth in this letter agreement (this "Agreement"). This Agreement sets forth the terms of the agreement between Alteon and Warrxx xxxarding research services that Warrxx xxxl provide to Alteon in connection with the Research Program.
Kennxxx X. Xxxxx 0. Jamex X. Xxxxxx, XXI 9. Bob Xxxxxxx 00. J. Patrxxx Xxxxxxx FORM OF OPINIONS OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(a)
