Indemnification Agreement: Chyron Corporation (New York) AGREEMENT, effective as of June 5, 1997 between Chyron Corporation, a New York corporation (the "Company"), and Edward Grebow (the "Indemnitee"). WHEREAS, it is essential to the Company to...Indemnification Agreement • March 16th, 1998 • Chyron Corp • Photographic equipment & supplies • New York
Indemnification Agreement: Chyron Corporation (New York) AGREEMENT, effective as of June 5, 1997 between Chyron Corporation, a New York corporation (the "Company"), and Edward Grebow (the "Indemnitee"). WHEREAS, it is essential to the Company to remain and attract as directors and officers the most capable persons available; and WHEREAS, Indemnitee is a director or officer of the Company; and WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; and WHEREAS, the By-Laws of the Company provide: "The Corporation shall indemnify any person to the full extent permitted, and in the manner provided, by the New York Business Corporation Law ["BCL"], as the same now exists or may hereafter be amended" and WHEREAS, this Agreement satisfies the provision of Section 721 of the BCL: and WHEREAS, in recognition of the fact that the Indemnitee continues to serve as
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 18th, 2013 • ChyronHego Corp • Photographic equipment & supplies
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 12, 2013 (the “Effective Date”) between (i) SILICON VALLEY BANK, a California corporation (“Bank”), and (ii) CHYRONHEGO CORPORATION, a New York corporation (“Chyron”), CHYRON HOLDINGS, INC., a Delaware corporation (“Holdings”) and CHYRON INTERNATIONAL CORPORATION, a New York corporation (“International”, and together with Chyron and Holdings, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of June 19, 2008, between Borrower and Bank, as amended by a certain First Loan Modification Agreement dated as of April 16, 2009, between Borrower and Bank, as further amended by a certain Second Loan Modification Agreement dated as of June 18, 2009, between Borrower and Bank, as further amended by a
Loan Agreement dated as of March 28, 1996 between CHYRON CORPORATION, a New York corporation with its chief place of business at 5 Hub Drive, Melville, New York 11747 (the "Borrower") and NATWEST BANK N.A., a national banking association with an...Loan Agreement • March 20th, 1997 • Chyron Corp • Photographic equipment & supplies • New York
Indemnification Agreement: Chyron Corporation (New York) AGREEMENT, effective as of November 19, 1996 between Chyron Corporation, a New York corporation (the "Company"), and James Coppersmith (the "Indemnitee"). WHEREAS, it is essential to the Company to remain and attract as directors and officers the most capable persons available; and WHEREAS, Indemnitee is a director or officer of the Company; and WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; and WHEREAS, the By-Laws of the Company provide: "The Corporation shall indemnify any person to the full extent permitted, and in the manner provided, by the New York Business Corporation Law ["BCL"], as the same now exists or may hereafter be amended" and WHEREAS, this Agreement satisfies the provision of Section 721 of the BCL: and WHEREAS, in recognition of the fact that the Indemnitee continues to
INDEMNIFICATION AGREEMENT CHYRONHEGO CORPORATION (NEW YORK)Indemnification Agreement • March 14th, 2014 • ChyronHego Corp • Photographic equipment & supplies • New York
AGREEMENT, effective as of May 22, 2013 between ChyronHego Corporation, a New York corporation (the "Company"), and Johan Apel (the "Indemnitee").
AGREEMENT AND PLAN OF MERGER dated as of November 17, 2014 among CHYRONHEGO CORPORATION, VECTOR CH HOLDINGS (CAYMAN), L.P. and CH MERGER SUB, INC.Merger Agreement • December 1st, 2014 • ChyronHego Corp • Services-mailing, reproduction, commercial art & photography • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 17, 2014 among ChyronHego Corporation, a New York corporation (the “Company”), Vector CH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), and CH Merger Sub, Inc., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
CHYRON CORPORATION Melville, New York 11747Change-in-Control Agreement • November 20th, 2012 • Chyron Corp • Photographic equipment & supplies • New York
The following sets out our agreement to amend (the “Amendment”) your Terms of Severance Agreement dated November 19, 2012 (the “Agreement”) with Chyron Corporation (the “Company”) with respect to severance payments to be paid to you if your termination of employment is “related to” a “Change-in-Control” and is either: (i) without “Cause,” or (ii) a “Resignation with Good Reason” (collectively, a “Severance Event”) (all as defined below). This Amendment replaces all severance benefits payable to you as a result of a Change-in-Control as previously set forth in the Agreement or in any executive retention program maintained by the Company as of the date hereof. This Amendment shall not affect any other severance benefits set forth in your Agreement. This Amendment restates in its entirety the Amendment dated October 26, 2007 between you and the Company (the “Prior Amendment”) and the Prior Amendment shall have no further force and effect.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is being made this 5th day of June, 1997 between CHYRON CORPORATION, a New York corporation (the "Company"), having...Employment Agreement • August 12th, 1997 • Chyron Corp • Photographic equipment & supplies • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is being made this 5th day of June, 1997 between CHYRON CORPORATION, a New York corporation (the "Company"), having its principal offices at 5 Hub Drive, Melville, New York 11747, and EDWARD GREBOW ("Grebow") an individual residing at 1136 Fifth Avenue, New York 10128. WITNESSETH: WHEREAS, the Company desires to employ Grebow as its President and Chief Executive Officer, and Grebow desires to become the Company's President and Chief Executive Officer, subject to and upon the terms and conditions contained herein. NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Nature of Employment; Term of Employment. The Company hereby agrees to employ Grebow and Grebow agrees to serve the Company as its President and Chief Executive Officer, upon the terms and conditions contained herein, for a term commencing on the date Greb
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2005 • Chyron Corp • Photographic equipment & supplies • New York
THIS AGREEMENT (the "Agreement") is being made as of March 2, 2005, by and between CHYRON CORPORATION, a New York corporation (the "Company"), having its principal offices at 5 Hub Drive, Melville, New York 11747, and MICHAEL WELLESLEY-WESLEY ("MWW") having an address at Hall Farm House, Little Massingham, King's Lynn, Norfolk, PE322JR, United Kingdom.
INDEMNIFICATION AGREEMENT (401(K) PLAN)Indemnification Agreement • March 31st, 2003 • Chyron Corp • Photographic equipment & supplies
AGREEMENT, made this March 1, 2002, by and between Jerry Kieliszak (hereinafter referred to as "Trustee"), and Chyron Corporation, a New York corporation with its principal offices at 5 Hub Drive, Melville, New York 11747.
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2013 • ChyronHego Corp • Photographic equipment & supplies • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is by and between CHYRONHEGO CORPORATION, a New York corporation (the “Company”), having its principal offices at 5 Hub Drive, Melville, New York 11747, and KEVIN PRINCE (“Executive”) having an address at 104 Pond Road, Wilton, CT 06897.
Henderson EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is being made effective as of the 21st day of July, 1999 between CHYRON CORPORATION, a New York corporation (the "Company"), having its principal offices at 5 Hub Drive, Melville, New...Employment Agreement • March 9th, 2000 • Chyron Corp • Photographic equipment & supplies • New York
ContractChange in Control Agreement • November 20th, 2012 • Chyron Corp • Photographic equipment & supplies • New York
THIS CHANGE IN CONTROL AGREEMENT (“CIC Agreement”) is being entered into on November 19, 2012 by and between MICHAEL WELLESLEY-WESLEY (“MWW”), an individual residing at 420 East 54th Street, Apt. 29C, New York, New York 10022, and CHYRON CORPORATION, a New York corporation (the “Company”) with its principal office located at 5 Hub Drive, Melville, New York, New York 11747.
AMENDMENT NO. 7 TO LOAN AGREEMENTLoan Agreement • March 31st, 2003 • Chyron Corp • Photographic equipment & supplies • New York
AMSOUTH BANK, an Alabama banking corporation (the "Bank"), with an office at 350 Park Avenue, New York, New York 10022, and CHYRON CORPORATION, a New York corporation (the "Borrower"), with its principal place of business at 5 Hub Drive, Melville, New York 11747.
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2012 • Chyron Corp • Photographic equipment & supplies • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of May 23, 2012 by and between CHYRON CORPORATION, a New York corporation (the “Company”), having its principal offices at 5 Hub Drive, Melville, New York 11747, and MICHAEL WELLESLEY-WESLEY (“MWW”) having an address at 420 East 54th Street, Apartment 29C, New York, New York 10022.
INDEMNIFICATION AGREEMENT (EMPLOYEES' PENSION PLAN)Indemnification Agreement • March 31st, 2003 • Chyron Corp • Photographic equipment & supplies
AGREEMENT, made this October 1, 1997, by and between James M. Paul (hereinafter referred to as "Trustee"), and Chyron Corporation, a New York corporation with its principal offices at 5 Hub Drive, Melville, New York 11747.
INDEMNIFICATION AGREEMENT (401(K) PLAN)Indemnification Agreement • March 31st, 2003 • Chyron Corp • Photographic equipment & supplies
AGREEMENT, made this June 12, 1999, by and between Roger Henderson (hereinafter referred to as "Trustee"), and Chyron Corporation, a New York corporation with its principal offices at 5 Hub Drive, Melville, New York 11747.
FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • June 18th, 2009 • Chyron Corp • Photographic equipment & supplies
This First Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of April 16, 2009, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017 ("Bank") and CHYRON CORPORATION, a New York corporation with its chief executive office located at 5 Hub Drive, Melville, New York 11747 ("Borrower").
SUBSCRIPTION, SUBORDINATION AND REGISTRATION RIGHTS AGREEMENTSubscription Agreement • April 1st, 2002 • Chyron Corp • Photographic equipment & supplies • New York
The undersigned (the "Purchaser" or "Holder") hereby tenders this subscription for the purchase of $ ____________ (the "Purchase Amount") of 12% Senior Subordinated Convertible Notes due December 31, 2003 (the "Senior Notes") of Chyron Corporation, a New York corporation (the "Company"). Purchaser shall have the right at any time to convert the Senior Notes into shares of Common Stock of the Company at a conversion price equal to $0.35. The Closing Date refers to the date in which the Company closes on an aggregate of United States dollars two million (US$2,000,000) of Senior Notes. The Company, at its option, can accept up to $3,000,000 in this offering. A form of Senior Note is incorporated as Appendix IV to the Term Sheet dated 11th October, 2001 (as amended, the "Term Sheet"). A check or other form of payment payable to "Akin, Gump, Strauss, Hauer & Feld, L.L.P., as Escrow Agent" for the Purchase Amount is also delivered herewith pursuant to the terms and conditions of this Subscri
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2010 • Chyron Corp • Photographic equipment & supplies
This First Amendment to Employment Agreement (“Amendment”) is made and entered into this 11th day of June, 2010, by and between Michael Wellesley-Wesley (“MWW”) and Chyron Corporation (the “Company”).
CHYRON CORPORATION Melville, New York 11747Additional Compensation Agreement • October 18th, 2002 • Chyron Corp • Photographic equipment & supplies • New York
In consideration of you, in your role as Chairman of the Executive Committee of the Board of Directors, becoming a Member of the Office of the Chairman, Chyron Corporation (the "Company") has decided to grant to you additional compensation. This letter and amendment agreement ("Agreement") formalizes the understanding regarding such additional compensation and supersedes all prior communications (both written and oral) to you regarding the subject matter hereof, except as set forth in the October 2001 Agreement, which is amended by this Agreement. This Agreement shall be effective as of January 1, 2002.
DATED 6 November 2003 CHYRON CORPORATION and OVAL (1883) LIMITEDShare Purchase Agreement • November 21st, 2003 • Chyron Corp • Photographic equipment & supplies • England
CHYRON CORPORATION, a company incorporated under the laws of New York whose registered office is at 5 Hub Drive, Melville, New York, 11747, New York, USA (the "Vendor"); and
May 14, 2002 Roger Henderson Hollytree Cottage Swallowfield Street Swallowfield Re: Amendment to Employment Agreement Dear Mr. Henderson:Employment Agreement • October 18th, 2002 • Chyron Corp • Photographic equipment & supplies
This shall confirm the agreement between you and Chyron Corporation (the "Company") pursuant to which you have agreed to reduce your annual base salary from $325,000 US to $280,000 US effective January 1, 2002 through December 31, 2002 (the "Reduced Amount"). This reduction was done voluntarily for the benefit of the Company and shall not affect the severance due you under the Employment Agreement dated July 21, 1999, as amended on January 10, 2001, April 5, 2001, and May 14, 2002 (collectively, the "Employment Agreement"). In addition, in the event the Company terminates you "without cause" or you resign with "Good Reason," as defined under the Employment Agreement, then the Reduced Amount, and the Reduced Amount set forth in the April 5, 2001 Amendment shall all be due and payable as part of your severance under the Employment Agreement. All other terms of the Employment Agreement shall remain in full force and effect.
July 26, 2000 Dawn R. Johnston Chief Financial Officer Chyron CorporationLoan Agreement • October 18th, 2002 • Chyron Corp • Photographic equipment & supplies
ContractChange in Control Agreement • September 24th, 2008 • Chyron Corp • Photographic equipment & supplies • New York
THIS CHANGE IN CONTROL AGREEMENT ("CIC Agreement") is being entered into on September 19, 2008 by and between MICHAEL WELLESLEY-WESLEY ("MWW"), an individual residing at 145 East 81st Street, Apt. 11A, New York, New York 10028, and CHYRON CORPORATION, a New York corporation (the "Company") with its principal office located at 5 Hub Drive, Melville, New York, New York 11747.
CONSULTING AGREEMENTConsulting Agreement • December 19th, 2008 • Chyron Corp • Photographic equipment & supplies • New York
THIS CONSULTING AGREEMENT ("Agreement") is being entered into this 19th day of December, 2008 by and between CHYRON CORPORATION, located at 5 Hub Drive, Melville, New York, 11747 ("Chyron" or the "Company") and Eugene Weber, an individual residing at 1806 Vellejo Street, San Francisco, CA 94123 ("Weber").
December 16, 2013Separation Agreement • December 16th, 2013 • ChyronHego Corp • Photographic equipment & supplies
This letter sets forth the agreement reached concerning the termination of your employment with ChyronHego Corporation, including its predecessor, subsidiary and affiliated corporations and affiliated partnerships ("the Company"), and their respective successors, assigns, representatives, agents, shareholders, partners, beneficiaries, officers, directors and employees.
CHYRON CORPORATIONEmployment Agreement • October 18th, 2002 • Chyron Corp • Photographic equipment & supplies
FIFTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 4th, 2012 • Chyron Corp • Photographic equipment & supplies
This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 28, 2011, but is effective as of December 31, 2011, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”) and CHYRON CORPORATION, a New York corporation with its chief executive office located at 5 Hub Drive, Melville, New York 11747 (“Borrower”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 29th, 2000 • Chyron Corp • Photographic equipment & supplies • Washington
This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made as of this 28th day of November, 2000 between Chyron Corporation, a New York corporation (the "Company"), and Microsoft Corporation, a Washington corporation (the "Purchaser").
Form of Rollover Agreement]Rollover Agreement • November 17th, 2014 • ChyronHego Corp • Services-mailing, reproduction, commercial art & photography • New York
Reference is made to that Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among ChyronHego Corporation, a New York corporation (the “Company”), Vector CH Holdings (Cayman), L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Parent”) and CH Merger Sub, Inc., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used but not defined here (this “Rollover Agreement”) have the meanings ascribed to them in the Merger Agreement. As used herein, the terms “Parent” and “Merger Subsidiary” shall include any entity to which Parent or Merger Subsidiary, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 10.3 thereof. The undersigned and Vector Capital IV L.P. and its affiliates (“Vector”) and any other persons who invest in Parent are collectively ref
FOURTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 25th, 2011 • Chyron Corp • Photographic equipment & supplies
This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 24, 2011, but is effective as of March 30, 2011, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017 (“Bank”) and CHYRON CORPORATION, a New York corporation with its chief executive office located at 5 Hub Drive, Melville, New York 11747 (“Borrower”).
SIXTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 16th, 2012 • Chyron Corp • Photographic equipment & supplies
This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of August 13, 2012 by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”) and CHYRON CORPORATION, a New York corporation with its chief executive office located at 5 Hub Drive, Melville, New York 11747 (“Borrower”).
EMPLOYMENT AGREEMENT (AS AMENDED MACRH 7, 2012)Employment Agreement • March 7th, 2013 • Chyron Corp • Photographic equipment & supplies • New York
CHYRON CORPORATION (the “Company”) and KATHY POWER (“Employee”) agree to enter into this EMPLOYMENT AGREEMENT dated as of March 7, 2012 as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2002 • Chyron Corp • Photographic equipment & supplies
THIS AMENDMENT (the "Amendment"), is being made this 10th day of January, 2001, between Chyron Corporation, a New York corporation, having its principal offices at 5 Hub Drive, Melville, New York 11747 (the "Company") and Roger Henderson ("Henderson"), an individual residing at Hollytree Cottage, Swallowfield Street, Swallowfield, Berks, United Kingdom.
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2013 • ChyronHego Corp • Photographic equipment & supplies • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is by and between CHYRONHEGO CORPORATION, a New York corporation (the “Company”), having its principal offices at 5 Hub Drive, Melville, New York 11747, and JOHAN APEL (“Executive”) having an address at Karlbergsvägen 46A, SE-113 37 Stockholm, Sweden.
