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Preview Full Doc	2003	Equity Payment Agreement Equity Payment Agreement (4K) Doc #150419: Click preview link for longer preview. EQUITY PAYMENT AGREEMENT BY THIS AGREEMENT, dated as of March 21, 2003, GERON CORPORATION, a Delaware corporation with an office at 230 Constitution Drive, Menlo Park, CA 94025 ("Geron"), and FINNEGAN HENDERSON FARABOW GARRETT & DUNNER, LLP, a limited liability partnership with an office at 1300 I Street, N.W.,Suite 700, Washington, D.C. 20005-3315 ("FHFGD"), agree as follows: 1. Background. Geron has engaged FHFGD to provide legal services relating to intellectual property matters (the "Services"), and currently has an arrangement to pay FHFGD's fees for the Services monthly, in cash, based on the Services provided each month ("Fees"). By this Agreement, the parties agree that Geron will pay certain current Fees using Geron's common stock in lieu of cash. 2. Payment and Prepayment by Transfer of Shares. As soon as practicable after execution of this Agreement and the Stock Purchase Agreement attached as Exhibit A (the "Stock Purchase Agreement"), Geron will transfer to FHFGD or FHFGD's designee Two Hundred Fifty Thousand Four Hundred Sixty-Five (250,465) shares of Geron's common stock (the "Shares") under the terms and conditions of the Stock Purchase Agreement, and prepare and submit a registration statement for the Shares pursuant to the Stock Purchase Agreement. 150419	Geron Geron Corp. ( Pharmaceutical Preparations ) ;	Finnegan Finnegan, Henderson, Farabow, Garrett & Dunner ( Legal ) As referenced in this Equity Payment Agreement: FINNEGAN HENDERSON – Delaware corporation with an office at 230 Constitution Drive, Menlo Park, CA 94025 ("Geron"), and FINNEGAN HENDERSON FARABOW GARRETT & DUNNER, LLP, a limited liability partnership with an office at 1300 I Street, FINNEGAN HENDERSON – Greenwood ------------------- By: David L.Greenwood Title: Chief Financial Officer and Senior Vice President, Corporate Development FINNEGAN HENDERSON FARABOW GARRETT & DUNNER, LLP /s/ Kenneth Meyers ------------------------ By: Kenneth J. Meyers Title: Partner {PAGE} EXHIBIT dt 35919
Preview Full Doc	2003	Incentive Payment Agreement Incentive Payment Agreement (5K) Doc #154791: Click preview link for longer preview. INCENTIVE PAYMENT AGREEMENT THIS AGREEMENT is made on 14 March 2003 BETWEEN: 1. KPN Telecom B.V., a company organised under the laws of The Netherlands (KPN); 2. Swisscom AG, a company organised under the laws of Switzerland (Swisscom); 3. Telia AB, a company organised under the laws of Sweden (Telia); (the parties in (1) through (3) each an Indirect AUCS Stockholder and together the Indirect AUCS Stockholders); 4. Infonet Services Corporation, . . . 154791	ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Incentive Payment Agreement: ABN AMRO Bank – AUCS Stockholders undertake: (i) to pay to ISC into account number 720-5406467-87, with ABN AMRO Bank N.V., Regentlaan 53, 1000 Brussels (Belgium), Swift Code ABNA BE BR, within two weeks ABN AMRO Bank – the Retention Amount (referred to in clause 3.2 (b)) into an escrow account with ABN AMRO Bank N.V. on the terms of clause 5.6 et seq of the TTA. 3. dt 45251 ; Swisscom AG Swisscom AG ( Communications Services ) As referenced in this Incentive Payment Agreement: Swisscom AG, – is made on 14 March 2003 BETWEEN: 1. KPN Telecom B.V., a company organised under the laws of The Netherlands (KPN); 2. Swisscom AG, a company organised under the laws of Switzerland (Swisscom); 3. Telia AB, a company organised under the laws of Sweden (Telia); (the _____________ Swisscom AG – have executed this Agreement on the date first above written: INDIRECT AUCS STOCKHOLDERS: /s/ AD SCHEEPBOUWER KPN Telecom B.V. /s/ GABRIEL RUMO Swisscom AG /s/ ANDERS IGEL Telia AB By: AD SCHEEPBOUWER By: GABRIEL RUMO By: ANDERS IGEL Title: Title: Title: CEO TELIA SONERA AB ISC: / _____________ dt 277232 ; KPN Telecom B.V.;	Telia AB; Infonet Services Corp
Preview Full Doc	2004	Lease Termination and Advance Payment Agreement Lease Termination and Advance Payment Agreement (11K) Doc #305925: Click preview link for longer preview. LEASE TERMINATION AND ADVANCE PAYMENT AGREEMENT BY THIS AGREEMENT, dated as of March 23, 2004, GERON CORPORATION, a Delaware corporation with an office at 230 Constitution Drive, Menlo Park, CA 94025 ("Geron"), DAVID D. BOHANNON ORGANIZATION, a California corporation with an office at 60 Hillsdale Mall, San Mateo, CA 94403-3497 ("DDBO") and BOHANNON DEVELOPMENT COMPANY, a California corporation with an office at 60 Hillsdale Mall, San Mateo, CA 94403-3497 ("BDC"), agree as follows: 1. Background. Geron is the tenant and DDBO is the landlord under two real property leases (the "Leases"): a lease dated January 20, 1993 to the premises at 200 Constitution Drive, Menlo Park, California, as amended and extended (the "200 Lease"), a lease dated March 25, 1996 to the premises at 230 Constitution Drive, Menlo Park, California, as amended and extended (the "230 Lease"). Geron is the tenant and BDC is the landlord under a lease dated March 7, 2000 to the premises at 255 Constitution Drive, Menlo Park, California, as amended (the "255 Lease"). Each of the Leases requires Geron to pay the landlord monthly rent, in cash. Geron wishes to make advance payments of rent on each of the Leases, using shares of Geron's common stock. 2. Termination of 255 Lease. Contemporaneously with the execution of this Agreement, Geron and BDC will execute a lease termination agreement (the "Termination Agreement") in substantially the form of Exhibit A to this Agreement. On or before the second business day after the day on which the Termination Agreement is executed,, Geron will pay in cash the rent for February and March 2004 as provided in the 255 Lease and issue to BDC or its designee shares of common stock with a value equal to $394,290 as provided in Section 4 below. Upon such cash payment and issuance of such shares, the parties agree that Geron will have satisfied all its past, present and future obligations under the 255 Lease, and the 255 Lease shall be deemed terminated i in accordance with the terms of the Termination Agreement. 3. Advance Payment of Rent. On or before the second business day after the day on which this Agreement is executed, Geron will make an advance payment of the aggregate base rent under the 200 Lease and the 230 Lease for the period from February 1, 2004 through July 31, 2008 (the "Payment Period") by issuing to DDBO or its designee shares of Geron's common stock with a value equal to $3,051,950 as provided in Section 4 below. Upon issuance of such shares, the parties agree that Geron will have fully satisfied its obligations with respect to base rent under Sections 2.1 and 2.2 of the 200 Lease and Section 2.1 of the 230 Lease for the Payment Period. 4. Number of Shares; Stock Purchase Agreement. The number of shares to be transferred to BDC and DDBO pursuant to Sections 2 and 3 above (the "Shares") will be calculated using the average of the closing prices on the Nasdaq National Market on the three trading days before the date on which the Shares are issued, and the Shares will be transferred upon execution of, and on the terms and conditions of, a Stock Purchase Agreement between Geron and BDC in substantially the form attached as Exhibit B and a Stock Purchase Agreement between Geron and DDBO in substantially the form attached as Exhibit C. 5. Leases Unchanged. Except as explicitly stated in this Agreement, the 200 Lease and the 230 Lease are unchanged and in full force and effect. {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Advance Payment Agreement as of the date first above written. GERON CORPORATION /s/ David L. Greenwood ------------------------- By: David L. Greenwood Executive Vice President and Chief Financial Officer DAVID D. BOHANNON ORGANIZATION /s/ Robert L. Webster ------------------------ By: Title: Chairman BOHANNON DEVELOPMENT COMPANY /s/ Robert L. Webster ------------------------ By: Robert L. Webster Title: President and CEO {PAGE} EXHIBIT A Lease Termination Agreement AGREEMENT THIS AGREEMENT is made this ____ day of ____________, 2004, by and between BOHANNON DEVELOPMENT COMPANY, a California corporation ("Landlord"), GERON CORPORATION, a Delaware corporation ("Tenant"), and Theme Party Productions, Ltd., a California corporation ("Sublessee"). RECITALS: A. Landlord and IPRINT.COM. Inc., as tenant entered into a lease ("Lease") dated March 7, 2000, for certain demised premises located at 255 Constitution Drive, Menlo Park, California, as more particularly described in the Lease. B. Tenant acquired its interest in the Lease pursuant to a First Amendment to Lease and Assignment and Assumption of Lease (the "First Amendment") dated December 7, 2001 by and between Landlord, Tenant and IPRINT Technologies, Inc. The Lease, as amended by the First Amendment, is herein collectively referred to as the "Lease". C. Pursuant to a Sublease Agreement dated May 1, 2003 (the "Sublease") by and between Tenant and Sublessee, Tenant sublet a portion of the demised premises. Landlord consented to the Sublease pursuant to a Consent of Master Landlord (the "Consent") dated March 7, 2003, by and between Landlord as Master Landlord, Tenant as Sublessor and Sublessee. D. The Lease is scheduled to expire on April 30, 2005. Landlord and Tenant now desire to arrange for the early termination of the Lease as of March 31, 2004. E. Landlord and Sublessee desire that the Sublease shall remain in effect and Sublessee shall attorn to Landlord pursuant to the provisions of the Consent. NOW, THEREFORE, in consideration of the foregoing, as an inducement to 305925	Geron Geron Corp. ( Pharmaceutical Preparations ) ;	iPrint iPrint Technologies, Inc. ( Printing Services ) As referenced in this Lease Termination and Advance Payment Agreement: IPRINT Technologies, Inc – First Amendment to Lease and Assignment and Assumption of Lease (the "First Amendment") dated December 7, 2001 by and between Landlord, Tenant and IPRINT Technologies, Inc . The Lease, as amended by the First Amendment, is herein collectively referred to as the "Lease". C. Pursuant to a Sublease Agreement _____________ dt 320816
Full Doc	2003	Equity Payment Agreement Equity Payment Agreement (4K) Doc #305963: This document is immediately available for purchase, but does not have a preview available for viewing. EQUITY PAYMENT AGREEMENT BY THIS AGREEMENT, dated as of March 21, 2003, GERON CORPORATION, a Delaware corporation with an office at 230 Constitution Drive, Menlo Park, CA 94025 ("Geron"), and FINNEGAN HENDERSON FARABOW GARRETT & DUNNER, LLP, a limited liability partnership with an office at 1300 I Street, N.W.,Suite 700, Washington, D.C. 20005-3315 ("FHFGD"), agree as follows: 1. Background. Geron has engaged FHFGD to provide legal services relating to intellectual property matters (the "Services"), and currently has an arrangement to pay FHFGD's fees for the Services monthly, in cash, based on the Services provided each month ("Fees"). By this Agreement, the parties agree that Geron will pay certain current Fees using Geron's common stock in lieu of cash. 2. Payment and Prepayment by Transfer of Shares. As soon as practicable after execution of this Agreement and the Stock Purchase Agreement attached as Exhibit A (the "Stock Purchase Agreement"), Geron will transfer to FHFGD or FHFGD's designee Two Hundred Fifty Thousand Four Hundred Sixty-Five (250,465) shares of Geron's common stock (the "Shares") under the terms and conditions of the Stock Purchase Agreement, and prepare and submit a registration statement for the Shares pursuant to the Stock Purchase Agreement. 305963	Geron Geron Corp. ( Pharmaceutical Preparations ) ;	Finnegan Finnegan, Henderson, Farabow, Garrett & Dunner ( Legal ) As referenced in this Equity Payment Agreement: FINNEGAN HENDERSON – as of March 21, 2003, GERON CORPORATION, a Delaware corporation with an office at 230 Constitution Drive, Menlo Park, CA 94025 ("Geron"), and FINNEGAN HENDERSON FARABOW GARRETT & DUNNER, LLP, a limited liability partnership with an office at 1300 I Street, N.W.,Suite 700, Washington, D.C. 20005- _____________ FINNEGAN HENDERSON – first above written. GERON CORPORATION /s/ David L. Greenwood ------------------- By: David L.Greenwood Title: Chief Financial Officer and Senior Vice President, Corporate Development FINNEGAN HENDERSON FARABOW GARRETT & DUNNER, LLP /s/ Kenneth Meyers ------------------------ By: Kenneth J. Meyers Title: Partner {PAGE} EXHIBIT A Stock Purchase Agreement {/TEXT} {/DOCUMENT} _____________ dt 284141
Preview Full Doc	2003	Incentive Payment Agreement Incentive Payment Agreement (5K) Doc #341730: Click preview link for longer preview. INCENTIVE PAYMENT AGREEMENT THIS AGREEMENT is made on 14 March 2003 BETWEEN: 1. KPN Telecom B.V., a company organised under the laws of The Netherlands (?KPN?); 2. Swisscom AG, a company organised under the laws of Switzerland (?Swisscom?); 3. Telia AB, a company organised under the laws of Sweden (?Telia?); (the parties in (1) through (3) each an ?Indirect AUCS Stockholder? and together the ?Indirect AUCS Stockholders?); 4. Infonet . . . 341730	ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Incentive Payment Agreement: ABN AMRO Bank N.V., – 000 (5 million Euro); and (c) the Indirect AUCS Stockholders undertake: (i) to pay to ISC into account number 720-5406467-87, with ABN AMRO Bank N.V., Regentlaan 53, 1000 Brussels (Belgium), Swift Code ABNA BE BR, within two weeks from the date of this Agreement, the amount of _____________ ABN AMRO Bank N.V. – clause 3.2 (b)); and (ii) to pay the Retention Amount (referred to in clause 3.2 (b)) into an escrow account with ABN AMRO Bank N.V. on the terms of clause 5.6 et seq of the TTA. 3. GOVERNING LAW This Agreement shall be governed and construed in _____________ dt 698172 ; Infonet Services Infonet Services Corp. ( Communications Services ) ;	Swisscom AG Swisscom AG ( Communications Services ) As referenced in this Incentive Payment Agreement: Swisscom AG, – is made on 14 March 2003 BETWEEN: 1. KPN Telecom B.V., a company organised under the laws of The Netherlands (KPN); 2. Swisscom AG, a company organised under the laws of Switzerland (Swisscom); 3. Telia AB, a company organised under the laws of Sweden (Telia); (the _____________ Swisscom AG – have executed this Agreement on the date first above written: INDIRECT AUCS STOCKHOLDERS: /s/ AD SCHEEPBOUWER KPN Telecom B.V. /s/ GABRIEL RUMO Swisscom AG /s/ ANDERS IGEL Telia AB By: AD SCHEEPBOUWER By: GABRIEL RUMO By: ANDERS IGEL Title: Title: Title: CEO TELIA SONERA AB ISC: / _____________ dt 707896
Preview Full Doc	2002	Bonus Payment Agreement Bonus Payment Agreement (35K) Doc #372449: Click preview link for longer preview. BONUS PAYMENT AGREEMENT This Bonus Payment Agreement is entered into effective as of November 21, 2001 (this "Agreement") by and between FRANK G. MANCUSO ("Mancuso") and METRO- GOLDWYN-MAYER STUDIOS INC. ("MGM"), a wholly-owned subsidiary of METRO-GOLDWYN- MAYER INC. (the "Company") with respect to the following circumstances: A. Mancuso is an individual residing in the State of California and currently serving on the Board of Directors of the Company. B. Each of MGM and the Company is a corporation duly organized and existing under the laws of the State of Delaware with its principal place of business in Santa Monica, California. C. Pursuant to the Metro-Goldwyn-Mayer Inc. and Metro-Goldwyn-Mayer Studios Inc. Senior Management Bonus Plan (the "Plan"), Mancuso was awarded an aggregate of 811,756 bonus interests (the "Bonus Interests"), the terms and conditions of which are set forth in the Bonus Interest Agreement dated as of November 6, 1997, as amended pursuant to the repricing provisions of the Consulting Agreement entered into as of August 12, 1999 between MGM and the Company, on the one hand, and Mancuso, on the other hand (such agreement as so amended referred to herein as the "Bonus Interest Agreement"). Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Bonus Interest Agreement. D. Under the Bonus Interest Agreement, the first Determination Date for valuing the Bonus Interests will occur on December 31, 2001 and Mancuso would be entitled to a cash payment, payable April 15, 2002, if the average of the per- share closing prices of the common stock, $.01 par value per share, of the Company (the "Common Stock"), on the twenty (20) trading days immediately preceding December 31, 2001 (the "Fair Market Value per Common Share") is greater than $14.90 and less than $29.80 (the "Common Share Price Range"). E. MGM has proposed, and Mancuso has agreed, that MGM shall cause to be issued to Mancuso, and Mancuso shall accept, shares of the Common Stock (the "Bonus Shares") in lieu of any cash payment otherwise due with respect to the December 31, 2001 Determination Date. The precise number of Bonus Shares shall be determined by dividing the cash amount otherwise due under the Bonus Interest Agreement by the Fair Market Value per Common Share. {PAGE} F. It is in the best interests of Mancuso and MGM that the Bonus Shares be sold in an orderly fashion following the issuance thereof and, to that end, Mancuso has agreed to certain limitations on the number of Bonus Shares that may be sold for his benefit on any single trading day. In view of the expected day- to-day fluctuations in the price of the Common Stock, the parties hereto wish to establish a mechanism that leaves Mancuso in the same economic position following the sale of the Bonus Shares as he would have enjoyed had the Bonus Interests been paid in cash (without regard to the benefit to Mancuso by virtue of the time value of money). NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. Subject to the terms hereof, MGM hereby agrees to cause to be issued, and Mancuso hereby agrees to accept, the Bonus Shares in lieu of any cash payment otherwise due with respect to the December 31, 2001 Determination Date pursuant to the Bonus Interest Agreement. Certificates evidencing the Bonus Shares will be issued to Mancuso as soon after the December 31, 2001 Determination Date as is practicable, but in no event later than January 5, 2002 (the "Issuance Date"). 2. Pursuant to a trading plan which Mancuso will enter into with an institutional broker (the "Broker") and which will be substantially in the form of that attached hereto as Exhibit A (the "Trading Plan"), the Broker will sell from time to time at the market price of the Common Stock trading on the New York Stock Exchange (the "Exchange"), subject to the volume restrictions set forth below, the Bonus Shares issued to Mancuso by MGM in full and complete satisfaction of the Company's and MGM's payment obligations under the Bonus Interest Agreement with respect to the December 31, 2001 Determination Date, subject to MGM's obligations pursuant to Section 6 hereof. Mancuso agrees that the number of Bonus Shares sold on the Exchange on any single trading day during the Trading Period (as defined below) shall not exceed the greater of (i) 25,000 shares or (ii) fifteen percent (15%) of the average daily volume of the Common Stock traded on the Exchange over the prior ten (10) trading days (on a "rolling average" basis); provided, however, that the Trading Plan shall provide that the Broker may, in its discretion, enter orders to sell a lesser amount on any trading day in response to market conditions. The provisions hereof with respect to the Trading Plan shall apply with equal force and effect to (a) the initial trading plan and (b) any successor trading plan with respect to the Bonus Shares entered into by Mancuso with an institutional broker prior to the expiration of the Trading Period. 3. The period covered by this Agreement (the "Trading Period") shall commence on the Issuance Date and shall continue until the earlier of April 15, 2 {PAGE} 2002 or the date on which Mancuso shall have completed the sale of all the Bonus Shares; provided, however, that the Trading Period shall be extended beyond April 15, 2002 to a date not later than June 15, 2002 to the extent that the sale of all of the Bonus Shares by April 15, 2002 shall have been precluded by virtue of (i) the volume limitations set forth in Paragraph 2 hereinabove, (ii) market or other disruptions as set forth in Exhibit B attached hereto (each a "Market Disruption") and/or (iii) a suspension of sales under the Trading Plan by virtue of Broker or any of its affiliates becoming aware of material nonpublic information concerning MGM or the Common Stock. 4. With respect to all Bonus Shares sold during the Trading Period, Mancuso shall direct the Broker to provide to MGM within three (3) business days of each sale, the following information with respect thereto: a) the date of the trade b) the number of Bonus Shares sold c) the price(s) at which sold d) the brokers' commissions paid with respect thereto provided that MGM acknowledges that the Broker's failure to have provided the information specified in this Paragraph 4 in a timely fashion will not be deemed a breach of this Agreement by Mancuso so long as such information is furnished to MGM with five (5) business days after written notice from MGM requesting same. MGM shall assist Mancuso in preparing and filing in a timely fashion any and all forms and notices (including, without limitation, Forms 4) which Mancuso may be required to file pursuant to applicable Federal or state securities laws as a result of his sale of any Bonus Shares. 5. If MGM becomes obligated to withhold an amount on account of any tax imposed as a result of the issuance of the Bonus Shares to Mancuso (the "Withholding Liability"), MGM will pay the full amount thereof in accordance with all applicable laws, rules and regulations. As soon as MGM shall have calculated the amount of the Withholding Liability, it shall provide Mancuso with a written schedule setting forth the amount of such liability and the applicable Federal and state tax rates used in computing same. Mancuso shall reimburse MGM for the full amount of the Withholding Liability by instructing the Broker to pay over to MGM thirty-five percent (35%) of the proceeds of the sale of the Bonus Shares, with the remaining sixty-five percent (65%) of such proceeds to be disbursed to Mancuso until MGM shall have been reimbursed in full. After such reimbursement, Mancuso shall be entitled to retain 100% of the proceeds of any such sales, subject to Paragraph 6 hereinbelow. Mancuso will indemnify MGM and hold it harmless from and against any Federal, state or local withholding tax liability (including interest and penalties) to which MGM is subject or which it may incur resulting from the issuance of the Bonus Shares to 3 {PAGE} Mancuso, except to the extent that (a) any such liabilities, interest or penalties result from (i) the failure of MGM to make a good faith determination of the amount of the Withholding Liability, and/or (ii) the failure of MGM to pay over to the relevant taxing authorities on a timely basis any sums paid to MGM by Mancuso to satisfy any Withholding Liability, and/or (b) MGM fails to pay Mancuso all amounts to which he is entitled pursuant to Paragraph 6 hereof (including the indemnification provisions of the second and third grammatical paragraphs thereof). 6. Within five (5) business days following the end of the Trading Period, (a) MGM shall pay to Mancuso in cash the excess, if any, of the Fair Market Value per Common Share over the average per-share proceeds (after deduction of brokers' commissions) from the sale of the Bonus Shares pursuant to the Trading Plan (the "Net Proceeds per Common Share") multiplied by the number of Bonus Shares sold and (b) Mancuso shall pay to MGM the excess, if any, of the Net Proceeds per Common Share over the Fair Market Value per Common Share multiplied by the number of Bonus Shares sold. The foregoing calculations shall be appropriately adjusted to the extent necessary to permit MGM to recoup any unreimbursed Withholding Liability. Any payment made by MGM to Mancuso pursuant to this Paragraph 6 shall include an additional amount of money sufficient to reimburse Mancuso on a full gross-up basis for any and all Federal, state and local taxes and assessments to which he is subject as a result of any payments from MGM under this Paragraph 6. MGM will indemnify and hold harmless Mancuso, or in the event of his death, his heirs, executor, administrator or other personal representative, (each, an "Indemnitee") from and against any Federal, state or local tax liability, interest and penalties (including reasonable attorney's fees and out- of-pocket disbursements, whether incurred in connection with an audit or other legal or tax court proceeding) (collectively, the "Tax Liability") to which Indemnitee may be subject or which Indemnitee may incur, resulting from the issuance of the Bonus Shares to Mancuso, except to the extent that any such Tax Liability relates to Mancuso's failure to have reimbursed MGM for the full amount of the Withholding Liability pursuant to Paragraph 5 hereinabove; provided, however, that such indemnity shall be operative only to the extent that the Tax Liability resulting from or relating to the issuance of the Bonus Shares exceeds the Tax Liability to which Indemnitee would have been subject had the Bonus Interests been paid in cash pursuant to the terms of the Bonus Interest Agreement. In the event of any audit, or other legal or tax court proceeding in respect of which a claim is to be made hereunder, MGM shall have the right to select counsel and to make any final determination as to whether to settle any such proceeding. 4 {PAGE} The Joint and Several Indemnity Agreement, dated as of October 10, 1996 (the "Indemnity Agreement") by and between the Company (then known as P&F Acquisition Corp.) and MGM (then known as Metro-Goldwyn-Mayer Inc.), on the one hand, and Mancuso, on the other hand, remains in full force and effect and shall apply to this Agreement and the Trading Plan and the transactions contemplated herein to the same extent as if set forth herein in full. 7. In the event Mancuso is unable to sell the Bonus Shares before the end of the Trading Period (as it may be extended pursuant to Paragraph 3 hereof) (a) due to the restrictions and limitations contained in Rule 144(c) or Rule 144(e) under the Securities Act of 1933, as amended (the "Securities Act"), and/or (b) one or more Market Disruptions and/or (c) because MGM is engaged in an underwritten offering of its securities pursuant to the Securities Act and the lead underwriter of such offering has required that MGM's directors and executive officers enter into a market stand-off or lock-up agreement, then, in each such event, Mancuso shall have the option, exercisable in his sole discretion, either (i) to transfer and convey to MGM the number of unsold Bonus Shares which are then subject to this Agreement (the "Unsold Bonus Shares") or (ii) to retain all Unsold Bonus Shares and sell them pursuant to Rule 144 under the Securities Act or otherwise. If Mancuso elects to transfer and convey the Unsold Bonus Shares to MGM, he may do so only if (A) he shall have notified MGM of such election as soon as reasonably practicable after the occurrence of the precipitating event, (B) he owns such Shares free and clear of any and all claims, liens, security interests and other encumbrances of any nature whatsoever, and (C) such transfer may be made without violating any applicable Federal or state securities laws, rules or regulations, or any contract or agreement to which Mancuso is a party or by which any of his assets or properties are bound or affected. In connection with such transfer and conveyance, MGM shall pay to Mancuso in cash an amount equal to the product derived by multiplying (x) the number of Unsold Bonus Shares by (y) the Fair Market Value per Common Share, as defined in Recital D of this Agreement, which payment shall be made by MGM on or about the end of the Trading Period. Mancuso will execute and deliver to MGM any agreements, instruments or documents which MGM shall reasonably request in order to confirm Mancuso's compliance with this Paragraph 7. 8. MGM represents and warrants to Mancuso that this Agreement is valid, binding and enforceable in accordance with its terms as to MGM, and all necessary corporate action has been taken in order to approve the transactions contemplated in this Agreement. The Bonus Shares have been duly authorized by all necessary corporate action and, when issued in accordance with the terms of the Bonus Interest Agreement and this Agreement, will be validly issued, fully paid and nonassessable. Such shares, when issued, shall have 5 {PAGE} been duly registered under the Securities Act and will be freely transferable. Prior to the beginning of the Trading Period, all necessary action will have been taken to list the shares for trading on the New York Stock Exchange. 9. Mancuso hereby represents and warrants that (i) he is the sole owner of the Bonus Interests and has not sold, transferred, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner any of the Bonus Interests or any right to or interest in the Bonus Interests to any person, (ii) the number of Bonus Interests set forth in the Bonus Interest Agreement represents all of the Bonus Interests granted to him, (iii) he, or his representative, has had an opportunity to ask questions and receive answers and to undertake whatever additional inquiry regarding the subject matter of this Agreement as he has deemed necessary or appropriate under the circumstances in order to reach an informed decision regarding the merits of the transactions contemplated by this Agreement and (iv) he has carefully reviewed and 372449	MGM Metro-Goldwyn-Mayer Inc. ( Motion Pictures ) As referenced in this Bonus Payment Agreement: Metro-Goldwyn-Mayer Inc – Company is a corporation duly organized and existing under the laws of the State of Delaware with its principal place of business in Santa Monica, California. C. Pursuant to the Metro-Goldwyn-Mayer Inc . and Metro-Goldwyn-Mayer Studios Inc. Senior Management Bonus Plan (the "Plan"), Mancuso was awarded an aggregate of 811,756 bonus interests (the "Bonus Interests"), the terms and conditions _____________ Metro-Goldwyn-Mayer Inc – and Several Indemnity Agreement, dated as of October 10, 1996 (the "Indemnity Agreement") by and between the Company (then known as P&F Acquisition Corp.) and MGM (then known as Metro-Goldwyn-Mayer Inc .), on the one hand, and Mancuso, on the other hand, remains in full force and effect and shall apply to this Agreement and the Trading Plan and the transactions _____________ Metro-Goldwyn-Mayer Inc – Frank G. Mancuso (the "Seller") and __________________________ (the "Broker") with reference to the following facts: WHEREAS, the Seller desires to establish this Trading Plan to sell a certain amount of Metro-Goldwyn-Mayer Inc . (the "Issuer") common stock, par value $.01 per share (the "Common Stock"); and WHEREAS, the Seller desires to engage Broker to effect such sales of Common Stock in accordance _____________ METRO-GOLDWYN-MAYER INC – California. IN WITNESS WHEREOF, the undersigned have signed this Trading Plan as of the date first written above. ----------------------------------- FRANK G. MANCUSO [SELLER] ---------------------------[BROKER] By: -------------------------------- Name: Title: Acknowledged and agreed to: METRO-GOLDWYN-MAYER INC . [ISSUER] By: ------------------------------- William A. Jones Senior Executive Vice President {PAGE} EXHIBIT B DEFINITION OF MARKET DISRUPTION Each of the following events or circumstances will be deemed (and defined to _____________ dt 1366290
Preview Full Doc	2002	Bonus Payment Agreement Bonus Payment Agreement (8K) Doc #372450: Click preview link for longer preview. BONUS PAYMENT AGREEMENT This Bonus Payment Agreement (this "Agreement") is entered into as of October 23, 2001, by Metro-Goldwyn-Mayer Inc., a Delaware corporation ("MGM"), Metro-Goldwyn-Mayer Studios Inc., a Delaware corporation ("Studios" and, collectively with MGM, the "Company"), and the person whose name appears on the signature page of this Agreement ("Participant"). This Agreement is entered with reference to the following facts: A. Under the Company's Senior Management Bonus Plan (the "Plan") and pursuant to that certain Bonus Interest Agreement Pursuant to the Senior Management Bonus Plan dated as of November 6, 1997 between the Company and Participant, as amended as of November 30, 1998 (the "Bonus Interest Agreement"), the Company granted to Participant certain Bonus Interests (as defined in the Bonus Interest Agreement and set forth on the signature page hereto and referred to herein as the "Bonus Interests"). Capitalized terms used herein, unless herein defined, shall have the meanings ascribed to them in the Bonus Interest Agreement; B. Pursuant to that certain Revised Bonus Interest Proposal, dated October 2, 2001 (the "Proposal") and subsequently executed by Participant and delivered to the Company, Participant has agreed, among other things, that in the event a cash payment shall become due under the Bonus Interest Agreement with respect to the December 31, 2001 Determination Date, Participant will accept, in lieu of such cash payment and in full and complete satisfaction of the Company's payment obligations with respect to Bonus Interests vested as of such date, shares of MGM Common Stock (the "Bonus Shares") in accordance with and subject to the terms and conditions of the Proposal; and C. The Company and Participant now desire to enter into this Agreement to implement the terms of the Proposal. NOW, THEREFORE, in consideration of the covenants contained herein, the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. BONUS SHARES. MGM hereby agrees to issue, and Participant hereby agrees to accept, the Bonus Shares in lieu of any cash payment otherwise due with respect to the December 31, 2001 Determination Date pursuant to the Bonus Interest Agreement. The compensation represented by the Bonus Shares shall be deferred pursuant to the terms of the Amended and Restated MGM Deferred Compensation Plan (the "Deferred Compensation Plan") and the related Trust Agreement. The Bonus Shares, when distributed to Participant, will have been duly registered under the Securities Act of 1933, as amended, and will be freely transferable. Participant acknowledges that the Bonus Shares may not be withdrawn from the Deferred Compensation Plan during the holding period which commences January 1, 2002 and ends upon the earliest to occur of (i) January 1, 2003; (ii) the date Participant ceases to be employed by MGM or any subsidiary of MGM or (iii) a Designated Change in Control. 2. REPRESENTATIONS OF PARTICIPANT. Participant hereby represents to the Company that (i) except with respect to Bonus Interests heretofore transferred by Participant to a Permitted Transferee, Participant is the sole owner of the Bonus Interests and has not sold, transferred, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner any of the Bonus Interests or any right to or interest in the Bonus Interests to any person, (ii) the number of Bonus Interests set 372450	MGM Metro-Goldwyn-Mayer Inc. ( Motion Pictures ) As referenced in this Bonus Payment Agreement: Metro-Goldwyn-Mayer Inc – txt {DESCRIPTION}BONUS PYMT. AGMT. - WILLIAM JONES {TEXT} {PAGE} EXHIBIT 10.52 BONUS PAYMENT AGREEMENT This Bonus Payment Agreement (this "Agreement") is entered into as of October 23, 2001, by Metro-Goldwyn-Mayer Inc ., a Delaware corporation ("MGM"), Metro-Goldwyn-Mayer Studios Inc., a Delaware corporation ("Studios" and, collectively with MGM, the "Company"), and the person whose name appears on the signature page _____________ METRO-GOLDWYN-MAYER INC – the parties hereto have caused this Agreement to be executed and entered into as of the date first written above. PARTICIPANT /s/ WILLIAM A. JONES ------------------------------------ WILLIAM A. JONES 2 {PAGE} METRO-GOLDWYN-MAYER INC . By:/s/ Christopher McGurk --------------------------------- Christopher McGurk Vice Chairman & Chief Operating Officer METRO-GOLDWYN-MAYER STUDIOS INC. By:/s/ Christopher McGurk --------------------------------- Christopher McGurk Vice Chairman & Chief Operating Officer The following _____________ dt 1366291
Preview Full Doc	2001	Repayment Agreement Repayment Agreement (5K) Doc #415275: Click preview link for longer preview. REPAYMENT AGREEMENT AGREEMENT made March 22 2001, between Kenneth Gavranovic (the "Obligor"), and Interland, Inc., a Georgia corporation (together with any of its successors or assigns, the "Guarantor"). RECITALS: a. Obligor is obligated to repay a $3,400,000 loan to certain subsidiaries of The Bear Stearns Companies, Inc. (the "Guaranteed Obligations"). b. Guarantor has guaranteed Obligor's Guaranteed Obligations to Bear Stearns pursuant to that certain . . . 415275	Bear Stearns Co. Bear Stearns Companies Inc. As referenced in this Repayment Agreement: Bear Stearns Companies, Inc – a Georgia corporation (together with any of its successors or assigns, the "Guarantor"). RECITALS: a. Obligor is obligated to repay a $3,400,000 loan to certain subsidiaries of The Bear Stearns Companies, Inc . (the "Guaranteed Obligations"). b. Guarantor has guaranteed Obligor's Guaranteed Obligations to Bear Stearns pursuant to that certain Guarantee dated March 22, 2001 by Guarantor in favor of Bear _____________ dt 1429684 ;	Interland Interland, Inc. ( Communications Services ) As referenced in this Repayment Agreement: Interland, Inc – SEQUENCE}4 {FILENAME}g68278ex3.txt {DESCRIPTION}REPAYMENT AGREEMENT {TEXT} {PAGE} 1 EXHIBIT 4 REPAYMENT AGREEMENT {PAGE} 2 REPAYMENT AGREEMENT AGREEMENT made March 22 2001, between Kenneth Gavranovic (the "Obligor"), and Interland, Inc ., a Georgia corporation (together with any of its successors or assigns, the "Guarantor"). RECITALS: a. Obligor is obligated to repay a $3,400,000 loan to certain subsidiaries of _____________ INTERLAND, INC – of either party unless the other party gives written consent thereto. 2 {PAGE} 4 In witness whereof the parties have signed this agreement. OBLIGOR: /s/ Ken Gavranovic --------------------------------------- Kenneth Gavranovic GUARANTOR: INTERLAND, INC . By: /s/ David N. Gill --------------------------------------- Name: David N. Gill Title: President and Chief Operating Officer 3 {/TEXT} {/DOCUMENT} _____________ dt 1352746
Full Doc	2003	Payment Agreement Payment Agreement (30K) Doc #609658: This document is immediately available for purchase, but does not have a preview available for viewing. 609658	Carlisle Carlisle Holdings Ltd. ( Business Services )
Preview Full Doc	2005	Repayment Agreement Repayment Agreement (4K) Doc #984013: Click preview link for longer preview. REPAYMENT AGREEMENT This Agreement (“Agreement”) dated as of July 15, 2005 is entered into by and among Sunburst Acquisition IV, Inc., a corporation organized and existing under the corporate laws of the State of Colorado (the “Company”) and the parties identified on the signature page attached hereto (each a “Holder” and collectively, “Holders”). WHEREAS, the parties desire that upon the terms and subject to the conditions contained herein, the Company shall pay to the Holders in satisfaction of all sums due and payable on the Debentures the . . . 984013	Sunburst Sunburst Acquisitions IV Inc. ( Motion Pictures ) As referenced in this Repayment Agreement: Sunburst Acquisitions IV Inc – Niumalu Loop Honolulu, Hawaii 96825 Mario Ayub Pascual Orozco #2117-A Chihuahua Chih. 31310 Mexico Schedule C MARIO AYUB Pascual Orozco #2117-A Chihuahua Chih. 31310 Mexico September 1, 2005 Sunburst Acquisitions IV Inc . 595 Howe Street, Suite 206 Vancouver, British Columbia Canada, V6C 2T5 Attn: Board of Directors Ladies and Gentlemen: Please be advised that effective the close of business on September _____________ Sunburst Acquisitions IV Inc – be advised that effective the close of business on September 1, 2005, I hereby resign any and all positions which I currently hold as a director, officer or employee of Sunburst Acquisitions IV Inc ., a corporation organized and existing under the laws of the State of Colorado. Very truly yours, /s/ Mario Ayub _____________ dt 1365722
Preview Full Doc	2002	Contingent Payment Agreement Contingent Payment Agreement (81K) Doc #1613541: Click preview link for longer preview. CONTINGENT PAYMENT AGREEMENT This Contingent Payment Agreement ("Agreement") is entered into on August 8, 2002, among Dickerson Wright ("Selling Stockholder"), Bureau Veritas Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Bureau Veritas, S.A. ("BVHI"), and Voice Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of BVHI ("Purchaser"). RECITALS A. Bureau Veritas, S.A., a societe anonyme organized under the laws of the French Republic (" . . . 1613541	Citibank Citibank, NA As referenced in this Contingent Payment Agreement: Citibank, N.A. – a total of five million dollars ($5,000,000) of the aggregate purchase price that otherwise would be payable to Selling Stockholder pursuant to the Offer shall be deposited with Citibank, N.A. , as escrow agent (the "Escrow Agent"), to be held in escrow pursuant to an Escrow Agreement (as defined in Section 4.3), to be disbursed as provided for in _____________ Citibank, N.A. – use of the management of BVHI and Dickerson Wright and should not be used for any other purpose. Auditor Signature , 2003 Exhibit 2 --------- Citibank Custody & Advisor Services Agreement among Citibank, N.A. as "Escrow Agent" and Bureau Veritas, S.A., --------------------- ("Parent") Bureau Veritas Holdings, Inc., ------------------------------ ("BVHI") Voice Acquisition Corp., ------------------------ ("Purchaser") and Dickerson Wright ---------------- ("Selling Stockholder") 361085 ------------------------------ (Account Number) Citibank Escrow Agent _____________ CITIBANK, N.A. – Holdings, Inc., a Delaware corporation and subsidiary of Parent ("BVHI"), Voice Acquisition Corp., a Delaware corporation and subsidiary of BVHI ("Purchaser"), Dickerson Wright, a resident of California ("Selling Stockholder"), and CITIBANK, N.A. (the "Escrow Agent" herein). The above-named parties appoint said Escrow Agent with the duties and responsibilities and upon the terms and conditions provided in Schedule A annexed hereto _____________ CITIBANK, N.A. – which counterparts, taken together, shall constitute but one and the same Agreement. 4 In witness whereof, the parties have executed this Agreement as of the date first above written. CITIBANK, N.A. as Escrow Agent By ----------------------------------- (Signature) Print Name ----------------------------------- Title ----------------------------------- BUREAU VERITAS, S.A. By ------------------------------------- (Signature) Print Name: Frank Piedelievre Title: President and Chief Executive Officer BUREAU VERITAS HOLDINGS, INC. By ------------------------------------- ( _____________ Citibank, N.A. – and is guaranteed for thirty calendar days from the date on this proposal. After thirty calendar days, this offer can be extended in writing only by an authorized representative of Citibank, N.A. 8 Schedule C ---------- A) Selling Stockholder ------------------- BANK ROUTING ------------ -------------------------------------------------------------------- ABA NO.: -------------------------------------------------------------------- BANK NAME: -------------------------------------------------------------------- ACCOUNT NUMBER: -------------------------------------------------------------------- ACCOUNT NAME: -------------------------------------------------------------------- A/C#: -------------------------------------------------------------------- NOTES: Please contact to --------------------------------------- notify them that the transfer is _____________ dt 1480173 ; U S Laboratories U S Laboratories Inc ;	O'Melveny O'Melveny & Myers ( Legal ) As referenced in this Contingent Payment Agreement: O'Melveny & Myers – Fax: (212) 603-2001 (b) if to Selling Stockholder, to: Dickerson Wright 14175 Biscayne Place Poway, California 92064 Fax: (848) 487-4739 Telephone: (848) 487-4787 With a copy to: O'Melveny & Myers LLP Suite 100 114 Pacifica Irvine, California 92618 Attn: J. Jay Herron Fax: (949) 737-2300 5.5 Captions. The captions of the Articles and Sections of this Agreement are _____________ O'Melveny & Myers – Selling Stockholder: Dickerson Wright 14175 Biscayne Place Poway, California 92064 Telecopier: (858) 487-4739 Telephone: (858) 487-4787 (See Schedule C for Wire Instructions) ---------- 4 with a copy to: O'Melveny & Myers LLP Suite 100 114 Pacifica Irvine, California 92618 Attn: J. Jay Herron Fax: (949) 737-2300 If to Parent, BVHI or Purchaser: c/o Bureau Veritas, S.A. 17 bis, _____________ dt 1413926 ; Thelen Reid Thelen Reid & Priest LLP ( Legal ) As referenced in this Contingent Payment Agreement: Thelen Reid – Veritas, S.A. 17 bis, Place des Reflets La Defense 2 92400 Courbevoie, France Attention: Francois Tardan and Anne-France Saugnac Fax: 011-331-4291-5488 With a copy to: Thelen Reid & Priest LLP 40 West 57/th/ Street New York, New York 10019 Attn: Burton K. Haimes Fax: (212) 603-2001 (b) if to Selling Stockholder, to: Dickerson Wright 14175 _____________ Thelen Reid – 92400 Courbevoie, France Attention: Francois Tardan and Anne-France Saugnac Telecopier: 011-33-1-42915488 Telephone: 011-33-1-42915449 (See Schedule C for Wire Instructions) ---------- with a copy to: Thelen Reid & Priest LLP 40 West 57th Street New York, NY 10019, U.S.A. Attention: Burton K. Haimes Telecopier: (212) 603-2001 Telephone: (212) 603-2060 If to Escrow Agent, _____________ Thelen Reid – the transfer is being made. -------------------------------------------------------------------- -------------------------------------------------------------------- B) BVHI ---- BANK ROUTING ------------ -------------------------------------------------------------------- ABA NO.: 021 000 089 -------------------------------------------------------------------- BANK NAME: Citibank, 153 East 53rd St., New York, NY 10043 -------------------------------------------------------------------- ACCOUNT NUMBER:53505184 -------------------------------------------------------------------- ACCOUNT NAME: Thelen Reid & Priest LLP Attorney Special Account - FBO Bureau Veritas, S.A. -------------------------------------------------------------------- NOTES: Please contact Jeanne Montalbano at (212) 559-2072 to notify them that the transfer is being made. -------------------------------------------------------------------- -------------------------------------------------------------------- 9 < _____________ dt 1373880

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