0001193125-12-020123 Sample Contracts

EPAM SYSTEMS, INC. FORM OF INDEMNIFICATION AGREEMENT (Delaware Corporation)
Indemnification Agreement • January 23rd, 2012 • EPAM Systems, Inc. • Services-computer programming services • Delaware

This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between EPAM Systems, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 23rd, 2012 • EPAM Systems, Inc. • Services-computer programming services • Delaware

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of January 2006 by and between Arkadiy Dobkin, an individual (the “Employee”), and EPAM Systems, Inc., a Delaware corporation (the “Company”) (the Company and its subsidiaries are referred to individually or collectively herein as the “Group Companies”).

CONSULTANCY AGREEMENT
Consultancy Agreement • January 23rd, 2012 • EPAM Systems, Inc. • Services-computer programming services • Delaware

This CONSULTANCY AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of January, 2006 by and between EPAM Systems, Inc., a Delaware corporation (the “Company”) (the Company and its subsidiaries are referred to collectively herein as the “Group Companies”), Landmark Business Development Limited, a company organized in Jersey, Channel Islands (“Landmark”) and the “Landmark” consultant Balazs Fejes (“Consultant”).

English Translation) CONSTRUCTION CONTRACT No. IPB 1.5./103
EPAM Systems, Inc. • January 23rd, 2012 • Services-computer programming services

EPAM Systems, a foreign limited liability company, hereinafter referred to as the Customer, represented by General Director Sergey Fyodorovich Divin, acting on the basis of the Charter, party of the first part, and IDEAB Project Eesti AS, hereinafter referred to as the Contractor, represented by Management Committee Member Galina Valerievna Nikitina, acting on the basis of the Charter, party of the second part, hereinafter jointly referred to as the Parties, have concluded this contract as follows, in accordance with the Rules for the Conclusion and Performance of Construction Contracts approved by Decree No. 1450 of the Council of Ministers of the Republic of Belarus dated 15 September 1998 (hereinafter referred to as the Rules).

EPAM SYSTEMS, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • January 23rd, 2012 • EPAM Systems, Inc. • Services-computer programming services • Delaware

THIS RESTRICTED STOCK AWARD (this “Award”) is made as of the 16th day of January, 2012 (the “Grant Date”), by and between EPAM SYSTEMS, INC., a Delaware corporation (the “Company”), and Karl Robb (the “Grantee”).

EPAM SYSTEMS, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 23rd, 2012 • EPAM Systems, Inc. • Services-computer programming services
EPAM SYSTEMS, INC. FORM OF SENIOR MANAGEMENT NON-QUALIFIED STOCK OPTION AGREEMENT
Agreement • January 23rd, 2012 • EPAM Systems, Inc. • Services-computer programming services
FORM OF UNDERWRITING AGREEMENT EPAM Systems, Inc. Shares Common Stock ($ par value) Underwriting Agreement
Underwriting Agreement • January 23rd, 2012 • EPAM Systems, Inc. • Services-computer programming services • New York

EPAM Systems, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.001 par value (“Common Stock”) of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters [ ] shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The use of the neuter in this Agreement shall include the

FORM OF NONDISCLOSURE, NONCOMPETE AND NONSOLICITATION AGREEMENT
Noncompete and Nonsolicitation Agreement • January 23rd, 2012 • EPAM Systems, Inc. • Services-computer programming services • Delaware

THIS NONDISCLOSURE, NONCOMPETE AND NONSOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of the day of , , by and between EPAM SYSTEMS, INC., a Delaware corporation that has a principal office located at 41 University Drive, Newtown, Pennsylvania 18940 (the “Company”), and the employee listed below (the “Employee”).

EPAM SYSTEMS, INC. FORM OF STOCK OPTION AGREEMENT
Form of Stock Option Agreement • January 23rd, 2012 • EPAM Systems, Inc. • Services-computer programming services

THIS STOCK OPTION AGREEMENT (the “Agreement”) is made this , , by and between EPAM SYSTEMS, INC., a Delaware corporation (the “Company”), and (the “Participant”).

Employment Contract between
EPAM Systems, Inc. • January 23rd, 2012 • Services-computer programming services
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