Catalytica Energy Systems Inc Sample Contracts

Among
Indemnification Agreement • November 1st, 2000 • Catalytica Energy Systems Inc • Motors & generators • California
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WITNESETH: ---------
Consulting Services Agreement • April 1st, 2002 • Catalytica Energy Systems Inc • Engines & turbines
X = $12.00-Y -------- Z
Stock Purchase Warrant • March 15th, 2001 • Catalytica Energy Systems Inc • Motors & generators
RECITALS
Tax Sharing Agreement • January 12th, 2001 • Catalytica Energy Systems Inc • Motors & generators • Delaware
ARTICLE 1 DEFINITIONS
Trademark License Agreement • January 12th, 2001 • Catalytica Energy Systems Inc • Motors & generators • Delaware
EXHIBIT 10.16 FORM OF INDEMNITY AGREEMENT
Indemnification & Liability • October 16th, 2000 • Catalytica Energy Systems Inc • Motors & generators • Delaware
Recitals
Omnibus Agreement • August 29th, 2000 • Catalytica Combustion Systems Inc • Delaware
and
Preferred Stock Rights Agreement • February 6th, 2002 • Catalytica Energy Systems Inc • Engines & turbines • New York
BETWEEN
Employee Matters Agreement • January 12th, 2001 • Catalytica Energy Systems Inc • Motors & generators • Delaware
R E C I T A L S
Assignment and Assumption Agreement • August 29th, 2000 • Catalytica Combustion Systems Inc • California
Between
Indemnification Agreement • January 12th, 2001 • Catalytica Energy Systems Inc • Motors & generators • Delaware
CATALYTICA ENERGY SYSTEMS, INC. and MELLON INVESTOR SERVICES LLC AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT Dated as of November 22, 2004
Preferred Stock Rights Agreement • November 22nd, 2004 • Catalytica Energy Systems Inc • Engines & turbines • New York

This Amended and Restated Preferred Stock Rights Agreement, dated as of November 22, 2004, amends, restates, supercedes and replaces in its entirety the Preferred Stock Rights Agreement dated as of January 29, 2002, between Catalytica Energy Systems, Inc., a Delaware corporation, and Mellon Investor Services LLC, a New Jersey limited liability company (the “Original Rights Agreement”).

ARTICLE 1 DEFINITIONS
Master Separation Agreement • November 1st, 2000 • Catalytica Energy Systems Inc • Motors & generators • California
RECITALS --------
Cross-License Agreement • August 29th, 2000 • Catalytica Combustion Systems Inc • California
ARTICLE 1 DEFINITIONS
Master Confidential Disclosure Agreement • January 12th, 2001 • Catalytica Energy Systems Inc • Motors & generators • Delaware
RECITALS
Real Estate Matters Agreement • November 1st, 2000 • Catalytica Energy Systems Inc • Motors & generators
ARTICLE 1 DEFINITIONS
Master Trademark Ownership and License Agreement • November 1st, 2000 • Catalytica Energy Systems Inc • Motors & generators • California
To
Collaborative Commercialization and License Agreement • April 1st, 2002 • Catalytica Energy Systems Inc • Engines & turbines
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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 4th, 2005 • Catalytica Energy Systems Inc • Engines & turbines • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2005 by and between Catalytica Energy Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

RECITALS --------
Change of Control Severance Agreement • August 29th, 2000 • Catalytica Combustion Systems Inc • California
CATALYTICA ENERGY SYSTEMS, INC. RETENTION AGREEMENT
Retention Agreement • November 17th, 2006 • Catalytica Energy Systems Inc • Engines & turbines • Arizona

This Retention Agreement (the “Agreement”) is made and entered into by and between Joseph Barry (the “Employee”) and Catalytica Energy Systems, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

RECITALS --------
Change of Control Severance Agreement • July 6th, 2001 • Catalytica Energy Systems Inc • Engines & turbines • California
R E C I T A L S ---------------
Change of Control Severance Agreement • May 14th, 2002 • Catalytica Energy Systems Inc • Engines & turbines • California
LEASE EXTENSION AGREEMENT
Lease Extension Agreement • August 14th, 2007 • Catalytica Energy Systems Inc • Engines & turbines

This LEASE EXTENSION AGREEMENT (the “First Extension”) is made this 18th day of June, 2007 and is made a part of that certain Lease dated August 28, 2006, between WARNER COURTYARDS, LLC., an Arizona Limited Liability Company, METZGER WARNER COURTYARDS, LLC., a Delaware Limited Liability Company, PARK 3020, LLC., an Arizona Limited Liability Company, and PARK 3030, LLC., an Arizona Limited Liability Company, (“Landlord”) and CATALYTICA ENERGY SYSTEMS, INC., a Delaware Corporation (“Tenant”) regarding Suite 132 at the Warner Courtyards project, 301 W. Warner Road, Tempe, Arizona.

CATALYTICA ENERGY SYSTEMS, INC. CONSULTING AGREEMENT
Consulting Agreement • March 23rd, 2007 • Catalytica Energy Systems Inc • Engines & turbines • Delaware

This Consulting Agreement (“Agreement”) is entered into effective as of January 1, 2007 by and between Catalytica Energy Systems, Inc. (together with its direct and indirect subsidiaries, including but not limited to SCR-Tech LLC (“SCR-Tech”) and CESI-SCR, Inc., the “Company”) and Richard A. Abdoo (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company with respect to SCR-Tech, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:

Change of Control Severance Agreement with Robert W. Zack dated August 16, 2002. CATALYTICA ENERGY SYSTEMS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 9th, 2003 • Catalytica Energy Systems Inc • Engines & turbines • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Robert W. Zack (the “Employee”) and Catalytica Energy Systems, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below.

CATALYTICA ENERGY SYSTEMS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2007 • Catalytica Energy Systems Inc • Engines & turbines • Arizona

This Amended and Restated Employment Agreement (the “Agreement”) by and between Robert Zack (the “Employee”) and Catalytica Energy Systems, Inc. (the “Company”), is amended and restated effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

CATALYTICA ENERGY SYSTEMS, INC.
Employment Agreement • May 8th, 2007 • Catalytica Energy Systems Inc • Engines & turbines

This letter is intended to amend certain tax provisions and to clarify and confirm our mutual understanding concerning certain aspects of your Amended and Restated Employment Agreement (the “Employment Agreement”) entered into by and between you and Catalytica Energy Systems, Inc. (the “Company”) dated March 23, 2007.

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 23rd, 2007 • Catalytica Energy Systems Inc • Engines & turbines

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into effective the 29th day of December, 2006 (“Effective Date”) by and between Clariant Corporation (“Landlord”), with an address of 4000 Monroe Road, Charlotte, NC 28205, Attention: General Counsel, and SCR-Tech, LLC (“Tenant”), with an address of 11701 Mt. Holly Road, Charlotte, NC 28214, Attention: Office Administrator. This Amendment modifies and amends the Lease Agreement dated December 16, 2002 between Landlord and Tenant, as amended in the First Amendment to Lease Agreement effective January 1, 2004 (collectively, the “Lease”).

EXHIBIT 10.10 CATALYTICA COMBUSTION SYSTEMS, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT TABLE OF CONTENTS
Series B Preferred Stock Purchase Agreement • August 29th, 2000 • Catalytica Combustion Systems Inc • Delaware
ASSET PURCHASE AGREEMENT by and between Catalytica Energy Systems, Inc. as Seller and Eaton Corporation as Buyer
Asset Purchase Agreement • October 31st, 2006 • Catalytica Energy Systems Inc • Engines & turbines • Delaware

This Asset Purchase Agreement (this “Agreement”), dated as of October 25, 2006, is made by and among CATALYTICA ENERGY SYSTEMS, INC., a Delaware corporation (“Seller”), and EATON CORPORATION, an Ohio corporation (“Buyer”). Capitalized terms are used in this Agreement with the meanings assigned those terms in Appendix A hereto.

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