0001108017-05-000247 Sample Contracts

Re: Indemnification Agreement Relating Service As Director of ENER1, INC. (the “Company”)
Ener1 Inc • May 9th, 2005 • Miscellaneous electrical machinery, equipment & supplies • Florida

The Company has asked Carlos E. Mendez-Peñate (the “Director”), a partner of Coudert Brothers LLP (“Coudert Brothers”), to serve as a member of the board of directors (the “Board”) of the Company.

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AGREEMENT
Agreement • May 9th, 2005 • Ener1 Inc • Miscellaneous electrical machinery, equipment & supplies • Florida

This Agreement (the "Agreement") is entered into as of April 12, 2005, by and between EnerDel, Inc. ("EnerDel") and Enerstruct, Inc. ("Enerstruct").

ENER1, INC. FORM OF OPTION AGREEMENT UNDER EMPLOYMENT AGREEMENT WITH KEVIN P. FITZGERALD]
Ener1 Inc • May 9th, 2005 • Miscellaneous electrical machinery, equipment & supplies • Florida

The Board of Directors of ENER1, INC. (the “Corporation”) is pleased to award you an option (the “Option”) to purchase shares of the common stock, par value $0.01 per share, of the Corporation (the “Common Stock”). This option agreement (the “Agreement”) will describe the Option granted to you. Your signature on this Agreement is an acknowledgement to us that you have read and understand this Agreement and that you agree to abide by its terms.

FORM OF STOCK OPTION AGREEMENT UNDER ENER1, INC. 2002 NON-EMPLOYEE DIRECTOR STOCK PARTICIPATION PLAN]
Form of Stock Option Agreement • May 9th, 2005 • Ener1 Inc • Miscellaneous electrical machinery, equipment & supplies • Florida

The Board of Directors of Ener1, Inc. (the “Corporation”) is pleased to award you an option (the “Option”) to purchase shares of the common stock, par value $0.01 per share, of the Corporation (the “Common Stock”), as part of your compensation for services as a director of the Corporation. This option agreement (the “Agreement”) will describe the Option granted to you. Your signature on this Agreement is an acknowledgement to us that you have read and understand this Agreement and that you agree to abide by its terms. The Option and this Agreement are issued under the Ener1, Inc. 2002 Non-Employee Director Stock Participation Plan (a copy of which is attached hereto as Exhibit A) and are subject to the terms thereof.

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