Management Stockholders Agreement Sample Contracts

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EX-10.8 30 d443350dex108.htm FORM OF MANAGEMENT STOCKHOLDER'S AGREEMENT FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENT
Management Stockholder's Agreement • May 5th, 2020 • Delaware

This Management Stockholder’s Agreement (this “Agreement”) is entered into as of [ ], 20[ ] (the “Effective Date”) among USF Holding Corp., a Delaware corporation (the “Company”) and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.

EXHIBIT 4.2 AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT DATED AS OF _______, 2006
Management Stockholders Agreement • April 11th, 2006 • Cpi International, Inc. • Electronic components & accessories • Delaware
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENT (PURCHASED STOCK AND OPTIONS)
Management Stockholder’s Agreement • November 22nd, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories • Delaware

This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , (the “Effective Date”) between Affinia Group Holdings Inc., a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement or in the Option Plan (as such term is defined below) or, if not defined therein, in the Stock Option Agreement (as such term is defined below).

LVB ACQUISITION, INC. MANAGEMENT STOCKHOLDERS’ AGREEMENT FOR SENIOR EXECUTIVES
Management Stockholders’ Agreement • July 2nd, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of September 13, 2007, between LVB Acquisition, Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).

MANAGEMENT STOCKHOLDER'S AGREEMENT
Management Stockholder's Agreement • October 30th, 2007 • Iggys House, Inc. • Real estate agents & managers (for others) • Illinois

This Management Stockholder's Agreement (this "Agreement") is entered into as of April 12, 2005, between Buyside Realty, Inc., a Delaware corporation (the "Company") and Stephen R. Otis (the "Stockholder").

RECITALS
Management Stockholder's Agreement • February 21st, 2003 • Kindercare Learning Centers Inc /De • Services-child day care services • Delaware
AMENDED AND RESTATED MANAGEMENT STOCKHOLDER'S AGREEMENT
Management Stockholder's Agreement • February 11th, 2005 • Rockwood Holdings, Inc. • Delaware

This Amended and Restated Management Stockholder's Agreement (this "Agreement") is entered into as of October , 2004 between Rockwood Holdings, Inc., a Delaware corporation (the "Company"), and the undersigned person (the "Management Stockholder") (the Company and the Management Stockholder being hereinafter collectively referred to as the "Parties"). All capitalized terms not immediately defined are hereinafter defined in Section 26 hereof.

MANAGEMENT STOCKHOLDERS’ AGREEMENT
Management Stockholders' Agreement • January 10th, 2024 • BrightSpring Health Services, Inc. • Services-home health care services • Delaware

This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of December 7, 2017, by and among (i) Phoenix Parent Holdings Inc., a Delaware corporation (the “Company”), (ii) KKR Phoenix Aggregator, L.P., a Delaware limited partnership, and each other member of the Sponsor Group which may become a party hereto by execution and delivery of a counterpart signature page hereto identifying such party as a member of the Sponsor Group and (iii) the parties identified on the signature pages hereto as Management Stockholders (the “Management Stockholders”) and the Permitted Transferees of such Management Stockholders identified on the signature pages to the supplementary agreements or documents referred to in Sections 13 and 23 hereof (such Management Stockholders and Permitted Transferees, together with the Company and the Sponsor Group, the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 1 hereof.

Contract
Management Stockholder’s Agreement • August 6th, 2009 • Amphenol Corp /De/ • Electronic connectors • Delaware

WHEREAS, this Management Stockholder’s Agreement (this “Agreement”) is entered into as of the Grant Date (the “Base Date”) between Amphenol Corporation, a Delaware Corporation (the “Company”), and the Optionee (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”).

Contract
Management Stockholder’s Agreement • May 5th, 2020 • New York

EX-10.20 18 s001582x7_ex10-20.htm EXHIBIT 10.20 Exhibit 10.20 MANAGEMENT STOCKHOLDER’S AGREEMENT This Management Stockholder’s Agreement (this “Agreement”) is entered into as of March 13, 2014, between Nautilus Parent, Inc., a Delaware corporation (the “Company”), and the person identified as the signatory on the Omnibus Signature Page (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement. WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of February 6, 2014 (the “Merger Agreement”), among Vision Holding Corp., a Delaware corporation (“VHC”), Nautilus Acquisition Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Buyer”), and Nautilus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”), on the Closing Date, Merger S

MANAGEMENT STOCKHOLDERS’ AGREEMENT
Management Stockholders' Agreement • March 20th, 2008 • Alltel Corp • Radiotelephone communications • Delaware

This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 16, 2007, is by and among Alltel Corporation (“Alltel”), Atlantis Holdings LLC (the “Parent”, and together with Alltel, the “Company”) and the Majority Stockholders (as defined below) and the individuals listed on Schedule A attached hereto (each a “Management Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as defined below), except as provided in Section 3(b)(iv) below.

MANAGEMENT STOCKHOLDER’S AGREEMENT
Management Stockholder’s Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York

This Management Stockholder’s Agreement (this “Agreement”) is entered into as of ______ (the “Effective Date”) among CBaySystems Holdings Limited, a company incorporated in the British Virgin Islands (including any successors thereto, the “Company”), S.A.C. PEI CB Investment, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“SAC CBI”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(a) of this Agreement.

EX-10.30 7 dex1030.htm LVB ACQUISITION MANAGEMENT SHAREHOLDER AGREEMENT EXECUTION COPY LVB ACQUISITION, INC. MANAGEMENT STOCKHOLDERS’ AGREEMENT
Management Stockholders’ Agreement • May 5th, 2020 • Delaware

MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of September 13, 2007, between LVB Acquisition, Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).

DTZ JERSEY HOLDINGS LIMITED MANAGEMENT STOCKHOLDERS’ AGREEMENT
Management Stockholders’ Agreement • February 28th, 2019 • Cushman & Wakefield PLC • Real estate • New York

This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [•], between DTZ Jersey Holdings Limited (the “Company”), the Majority Stockholder (as defined pursuant to Section 1 below) and __________________________ (the “Management Stockholder”).

Amendment No. 1 to the Management Stockholder’s Agreement
Management Stockholder’s Agreement • June 1st, 2016 • Us Foods, Inc. • Wholesale-groceries & related products

This Amendment No. 1 (this “Amendment”) to the Management Stockholder’s Agreement, dated as of [●], 201[●] (the “Management Stockholder’s Agreement”), is dated as of [●], 2016, between the undersigned person (the “Management Stockholder”) and US Foods Holding Corp., a Delaware corporation f/k/a USF Holding Corp. (the “Company”). Capitalized terms used herein but not defined herein shall have the meanings assigned such terms in the Management Stockholder’s Agreement.

MANAGEMENT STOCKHOLDERS’ AGREEMENT
Management Stockholders’ Agreement • March 9th, 2011 • LPL Investment Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

MANAGEMENT STOCKHOLDERS’ AGREEMENT dated as of November 23, 2010 among LPL Investment Holdings Inc., a Delaware corporation (the “Company”) and Stephanie L. Brown, Mark S. Casady, William E. Dwyer III, Robert J. Moore and Esther M. Stearns (each an “Executive” and collectively, the “Executives”).

EX-10.9 5 dex109.htm MANAGEMENT STOCKHOLDERS AGREEMENT MANAGEMENT STOCKHOLDERS AGREEMENT OF GOODMAN GLOBAL, INC.
Management Stockholders Agreement • May 5th, 2020 • Delaware

This Management Stockholders Agreement (“Agreement”) is entered into as of December 23, 2004, by and among Goodman Global, Inc., a Delaware corporation, formerly known as Frio Holdings, Inc. (the “Company”), Frio Holdings, LLC, a Delaware limited liability company (“Frio”), and each of the individual purchasers who become parties hereto from time to time in accordance with the terms hereof (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders”). These parties are sometimes referred to herein individually by name or as a “Party” and collectively as the “Parties.”

EX-10.3 3 a2216863zex-10_3.htm EX-10.3 Execution Version MANAGEMENT STOCKHOLDERS AGREEMENT OF AMC ENTERTAINMENT HOLDINGS, INC.
Management Stockholders Agreement • May 5th, 2020 • New York

This Management Stockholders Agreement, dated as of August 30, 2012 (this “Agreement”), is entered into by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), Dalian Wanda Group Co., Ltd., a company organized under the laws of the People’s Republic of China (“Wanda”), and each of the individuals listed on Schedule 1 hereto, and the Persons who, from time to time, become stockholders of the Company in accordance with this Agreement and execute and deliver a Joinder Agreement, substantially in the form of Exhibit A hereto (each individually, a “Management Member,” and collectively, the “Management Members”). These parties are sometimes referred to herein individually by name or as a “Party” and collectively as the “Parties.” The definitions of certain capitalized terms used herein are set forth in Section 11. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

MANAGEMENT STOCKHOLDERS AGREEMENT by and among TRAEGER, INC. and JEREMY ANDRUS Dated as of July 28, 2021
Management Stockholders Agreement • August 3rd, 2021 • Traeger, Inc. • Household appliances • Delaware

This MANAGEMENT STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of July 28, 2021, by and among (i) Traeger, Inc., a Delaware corporation (the “Issuer”), and (ii) Jeremy Andrus (“Andrus”).

MANAGEMENT STOCKHOLDERS’ AGREEMENT by and among Chinos Holdings, Inc., Chinos Intermediate Holdings A, Inc., Chinos Intermediate Holdings B, Inc., Chinos Acquisition Corporation, and the Principal Investors, the MD Investors and Managers Named Herein...
Management Stockholders’ Agreement • September 1st, 2011 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware

hereunder, to the extent that such Person is not already a party to this Agreement as a Manager hereunder, such Person shall execute this Agreement as a Manager hereunder; and

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF MARQUEE HOLDINGS INC.
Management Stockholders Agreement • January 31st, 2006 • Amc Entertainment Inc • Services-motion picture theaters • Delaware

This Amended and Restated Management Stockholders Agreement, dated as of January 26, 2006 (this “Agreement”), amends and restates that certain Management Stockholders Agreement, dated as of December 23, 2004 (the “Original Management Stockholders Agreement”), by and among Marquee Holdings Inc., a Delaware corporation (the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP BHCA”), J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Global”), J.P. Morgan Partners Global Investors (Cayman), L.P., a Cayman limited partnership (“JPMP Cayman”), J.P. Morgan Partners Global Investors (Cayman) II, L.P., a Cayman limited partnership (“JPMP Cayman II” and together with JPMP BHCA, JPMP Global and JPMP Cayman, the “JPMP Investors”), Apollo Investment Fund V, L.P., a Delaware limited partnership, (“Apollo Fund V”), Apollo Overseas Partners V, L.P., a Cayman Island exempted limited partnership, (“Apollo Overseas”), Apollo Netherlands Pa

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AMENDMENT NO. 1 TO THE MANAGEMENT STOCKHOLDERS AGREEMENT OF AMC ENTERTAINMENT HOLDINGS, INC.
Management Stockholders Agreement • March 12th, 2015 • Amc Entertainment Inc • Services-motion picture theaters • New York

This Amendment No. 1 to the Management Stockholders Agreement is made as of December 17, 2013 (this “Amendment”) by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), Dalian Wanda Group Co., Ltd., a company organized under the laws of the People’s Republic of China (“Wanda”), and each of the individuals listed on Schedule I hereto (“Members of Management”), and amends that certain Management Stockholders Agreement, dated as of August 30, 2012 (the “Stockholders Agreement”), by and among the Company, Wanda and Members of Management. These parties are sometimes referred to herein individually by name or as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Stockholders Agreement.

FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENT
Management Stockholder’s Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Delaware

This Management Stockholder’s Agreement (this “Agreement”) is entered into as of April 16, 2012 among Samson Resources Corporation (f/k/a Tulip Acquisition Corporation), a Delaware corporation (the “Company”), and the undersigned Person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.

MANAGEMENT STOCKHOLDERS AGREEMENT OF BEACON HOLDING INC.
Management Stockholders Agreement • September 24th, 2018 • BJ's Wholesale Club Holdings, Inc. • Retail-variety stores • Delaware

This Management Stockholders Agreement (“Agreement”) is entered into as of September 30, 2011, by and among Beacon Holding Inc., a Delaware corporation (the “Company”), Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., and Beacon Coinvest LLC (collectively, “LGP”), CVC Beacon LLC (“CVC” and, together with LGP, the “Principal Stockholders”), and each of the individual stockholders who are set forth on the signature pages hereto or who otherwise become parties hereto from time to time in accordance with the terms hereof (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders”). These parties are sometimes referred to herein individually by name or as a “Party”, and collectively as the “Parties.”

MANAGEMENT STOCKHOLDER’S AGREEMENT
Management Stockholder’s Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware

This Management Stockholder’s Agreement (this “Agreement”) is entered into as of [●], 2016 (the “Effective Date”) among USF Holding Corp., a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”). The Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”. All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.

AMENDMENT TO MANAGEMENT STOCKHOLDER’S AGREEMENTS (THIS “AMENDMENT”)
Management Stockholder’s Agreement • December 10th, 2009 • Dollar General Corp • Retail-variety stores • Tennessee

WHEREAS, Dollar General Corporation a Tennessee Corporation (the “Company”), and Buck Holdings, L.P., a Delaware limited partnership (“Parent”) have previously entered into a number of Management Stockholder’s Agreements (all such agreements collectively, the “Management Stockholders Agreements”) with certain individuals who are key employees of the Company or one of its subsidiaries (the “Management Stockholders”);

DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT Dated as of December 25, 2018
Management Stockholders Agreement • December 28th, 2018 • Dell Technologies Inc • Electronic computers • Delaware

This SECOND AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT is made as of December 25, 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):

AMENDMENT AND WAIVER TO MANAGEMENT STOCKHOLDERS' AGREEMENT
Management Stockholders' Agreement • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This Amendment and Waiver Agreement (this “Amendment”) is entered into as of December 28, 2012 by and between LPL Financial Holdings Inc. (the “Company”) and Esther M. Stearns.

CHILL HOLDINGS, INC. MANAGEMENT STOCKHOLDERS AGREEMENT (Key Employee Version) Dated as of April 25, 2008
Management Stockholders Agreement • June 11th, 2010 • Goodman Global Group, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

This Management Stockholders Agreement for key employees (“Agreement”) is entered into as of April 25, 2008, by and among Chill Holdings, Inc., a Delaware corporation (the “Company”), Goodman Global, Inc., a Delaware corporation (f/k/a Chill Acquisition, Inc.), Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership (“HFCP VI”), Hellman & Friedman Capital Partners VI (Parallel), L.P., a Delaware limited partnership (“H&F VI Parallel”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“H&F Associates VI”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“H&F Executives VI”) and H&F Chill Partners, L.P., a Delaware limited partnership (“H&F Chill” and, together with HFCP VI, H&F VI Parallel, H&F Associates VI and H&F Executives VI, the “Initial H&F Investors”) and each of the following (hereinafter severally referred to as a “Management Stockholder” and collectively referred to as the “Management Stockhol

AMENDMENT TO MANAGEMENT STOCKHOLDER’S AGREEMENTS (THIS “AMENDMENT”)
Management Stockholder’s Agreement • October 30th, 2009 • Dollar General Corp • Retail-variety stores • Tennessee

WHEREAS, Dollar General Corporation a Tennessee Corporation (the “Company”), and Buck Holdings, L.P., a Delaware limited partnership (“Parent”) have previously entered into a number of Management Stockholder’s Agreements (all such agreements collectively, the “Management Stockholders Agreements”) with certain individuals who are key employees of the Company or one of its subsidiaries (the “Management Stockholders”);

MANAGEMENT STOCKHOLDER’S AGREEMENT
Management Stockholder's Agreement • February 14th, 2005 • Protection One Alarm Monitoring Inc • Services-miscellaneous business services • New York

This MANAGEMENT STOCKHOLDER’S AGREEMENT (this “Agreement”) is entered into as of February 8, 2005 (the “Effective Date”) by and among Protection One, Inc., a Delaware corporation (the “Company”), POI Acquisition, L.L.C., a Delaware limited liability company (“POI Acquisition”), Quadrangle Master Funding Ltd, a Cayman Islands limited liability company (“QDRF”) and the undersigned person (the “Management Stockholder”) (the Company, POI Acquisition, QDRF and the Management Stockholder being hereinafter collectively referred to as the “Parties”).

MANAGEMENT STOCKHOLDERS AGREEMENT by and among SSILuxCo II S.A., SSILuxCo S.à r.l. and the Managers Named Herein
Management Stockholders Agreement • March 13th, 2013 • SSI Investments II LTD • Services-prepackaged software • New Hampshire
MANAGEMENT STOCKHOLDER’S AGREEMENT (SENIOR MANAGEMENT FORM) Oncor Management Investment LLC Oncor Electric Delivery Company LLC
Management Stockholder’s Agreement • February 23rd, 2009 • Oncor Electric Delivery Co LLC • Electric services • Texas

This Management Stockholder’s Agreement (this “Agreement”) is effective as of November 5, 2008 among Oncor Management Investment LLC (the “Company”), a Delaware limited liability company, Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), and the undersigned person (the “Management Stockholder”) (the Company, Oncor and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.

MANAGEMENT STOCKHOLDERS AGREEMENT OF BUCCANEER HOLDINGS, INC.
Management Stockholders Agreement • August 18th, 2011 • Rapid Roaming Co • Communications services, nec • Delaware

This MANAGEMENT STOCKHOLDERS AGREEMENT (“Agreement”), dated as of April 6, 2011 is entered into by and among Buccaneer Holdings, Inc., a Delaware corporation (the “Company”), Carlyle Partners V, L.P., a Delaware limited partnership (“CP V”), Carlyle Partners V-A, L.P., a Delaware limited partnership (“CP V-A”), CP V Coinvestment A, L.P., a Delaware limited partnership (“CP V Coinvestment A”), CP V Coinvestment B, L.P., a Delaware limited partnership (“CP V Coinvestment B”), and Carlyle Syniverse Coinvestment, L.P., a Delaware limited partnership (“Syniverse Coinvestment” and, together with CP V, CP V-A, CP V Coinvestment A, and CP V Coinvestment B, the “Carlyle Entities”) and each of the individual stockholders who become parties hereto from time to time in accordance with the terms hereof (the “Management Holders”).

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