0001567619-14-000009 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • January 21st, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Colorado

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of January 20, 2014 (the “Effective Date”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and Gary W. Ferrera (the “Executive”). Where the context permits, references to “the Corporation” shall include the Corporation and any successor to the Corporation.

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FORM OF INTRAWEST RESORTS HOLDINGS, INC. RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • January 21st, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware

THIS RESTRICTED STOCK GRANT AGREEMENT is made as of this __ day of ______, 20_, (the “Agreement”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE INTRAWEST RESORTS HOLDINGS, INC.
Restricted Stock Unit Award Agreement • January 21st, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware

This Award Agreement (this “RSU Award Agreement”), dated as of _________ __, 201_ (the “Date of Grant”), is made by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), and William A. Jensen (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to “the Company” shall include the Company and any successor to the Company.

Underwriting Agreement
Underwriting Agreement • January 21st, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York

Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives of the several Underwriters named in Schedule I hereto, an aggregate of [•] shares of common stock, par value $0.01 per share (“Stock”), of the Company, and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares of Stock to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of [•] additional shares of Stock to be sold by the Selling Stockholder is herein called the “Optional Shares”. The Firm Shares and the Optional Shares

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