TO WIT. Subject to the receipt of any approval by the By-Laws of the Company, the General Corporation Law of Delaware and/or any federal or state securities laws, the Company shall grant to the Executive, upon execution of this Agreement, stock appreciation rights ("SAR") based on fifty thousand (50,000) shares of the Company's common stock and, on each anniversary of the execution of this Agreement, the Executive shall receive additional SARs based on fifty thousand (50,000) of the Company's common stock. These grants shall be governed by a separate Stock Appreciations Rights Agreement which shall set forth all material terms and conditions of the SARs. Upon exercise of the SARs, the Executive shall receive from the Companies an amount equal to the excess of the fair market value of the SAR shares exercised over the fair market value of the SAR shares as of the date of the grant. Such amount shall be paid to the Executive and grossed up to cover the payment of any and all taxes, of any kind or nature, that are incurred by the Executive as a result of his exercise of the SARs.
TO WIT. The purpose of this agreement is to reduce to writing the agreement and understanding to provide school-based (IMPACT Plus) mental health services for the July 1, 2016 through June 30, 2017 academic school year. Ultimately the goal of the agreement is to develop a collaborative partnership between the two parties to meet the educational and mental health needs of the children collectively served by both parties.
TO WIT. I hereby certify that on this day of , 20 , before me, a Notary Public for the state and county aforesaid, personally appeared Xxxxxxx Xxxxxx, Xx., known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing instrument, and acknowledged that he executed the foregoing instrument, acting in his capacity as President of MILESTONE TOWER LIMITED PARTNERSHIP – IV, for the purposes therein set forth. My Commission Expires: _ Notary Public
TO WIT. Irrespective of whether or not the Executive's service is terminated, if there is a (i) Change of Control; or (ii) transfer or sale of all or substantially all of the assets of the Company(ies) which is not a Change of Control; or (iii) transfer or sale of Beneficial Ownership of more than fifty percent (50%) or more of the total combined voting power or the Company's then outstanding Voting Securities which may or may not constitute a Change of Control, then the Companies shall pay to the Executive an amount equal to 2% of the first 10 million dollars in value received by the Companies (including cash, securities, debt or any other form of property) in connection with such Change of Control, or transfer or sale, 4% of the next $10 million dollars in value received by the Companies in connection with such Change of Control, transfer or sale and 6% of any value received by the Companies in excess of $20 million dollars in connection with such Change of Control, transfer or sale.
TO WIT. The foregoing instrument was acknowledged before me this ____ day of ___________, 20__, by as__________________________ of_______________ , a_______________ , on behalf of the________________ . ------------------------------ Notary Public My Commission Expires:.. ------------------------------------ EXHIBIT E NONDISTURBANCE AND ATTORNMENT AGREEMENT (Building Two) THIS AGREEMENT is made as of the ____ day of ____________________, 2003, by and between THE CHRISTIAN BROADCASTING NETWORK, INC., a Virginia corporation ("Owner"), a grantor for purposes of indexing; AMERIGROUP CORPORATION, a Delaware corporation ("Subtenant"), a grantee for purposes of indexing; and VTC TWO LLC, a Virginia limited liability company ("Sublandlord"), a grantee for purposes of indexing.
