In connection with each Contract Period (typically at the FebruaryBoard Meeting), the Administrator shall provide to the Board or a Committee of the Board an annual business plan for each of its Fund Treasury, Legal and Compliance Departments which, among other information, estimates the Total Allocable Costs for such Contract Period. The Board and/or Committee and the Administrator shall, based on this presentation and related discussions, agree upon a dollar amount representing Total Allocable Costs for the applicable Contract Period, which shall, subject to adjustment as described below and combined with any Third Party Reimbursable Costs as described below, constitute the Annual Fee for such Contract Period.
In connection with each Contract Period (typically at the FebruaryBoard Meeting), the Administrator shall also provide to the Board or a Committee of the Board an estimate of the amount of the Funds allocable portion of the costs for services or systems procured by MFS on behalf of the Funds provided by third parties listed in ExhibitE hereto (Third Party Cost Reimbursement) for such Contract Period. The Board and/or Committee and the Administrator shall agree upon a dollar or percentage amount representing the Third Party Cost Reimbursement for the applicable Contract Period.
In connection with each Contract Period (typically at the FebruaryBoard Meeting), the Administrator shall also provide to the Board or a Committee of the Board an estimate of the amount of the Funds allocable portion of the costs for services or systems procured by MFS on behalf of the Funds provided by third parties listed in ExhibitE hereto (Third Party Cost Reimbursement) for such Contract Period. The Board and/or Committee and the Administrator shall agree upon a dollar or percentage amount representing the Third Party Cost Reimbursement for the applicable Contract Period, the amount of which will be included in the bu.
1.Employment, Term.DDR employs Executive to render services in the administration and operation of its affairs as its President and Chief Executive Officer (the “CEO”), performing such duties and having such responsibilities and authority as are customarily incident to the principal executive officers of companies similar in size to, and in a similar business as, DDR, together with such other duties as, from time to time, may be specified by the Board, in a manner consistent with Executive’s status as President and CEO, all in accordance with the terms and conditions of this Agreement, for a term extending from July 8, 2016 through July 7, 2019.The period of time from July 8, 2016 through July 7, 2019 is sometimes referred to herein as the “Contract Period.”During the Contract Period while executive is employed by DDR, Executive shall report to the Board.
1.Contract Period. The term of your employment under this Agreement shall begin on the Closing Date (as defined in that Agreement and Plan of Merger (the Merger Agreement) by and between CBS and Viacom (the Effective Date) and, unless terminated earlier as set forth herein, shall continue through and including the fourth (4th) anniversary of the Effective Date.The term of your employment shall be automatically extended (without the necessity of further action by the parties hereto) by one (1)year on the third (3rd) anniversary of the Effective Date, and each successive anniversary thereafter, if neither party notified the other party in writing at least one hundred twenty (120)days prior to such third (3rd) anniversary date (or, if applicable, a succeeding anniversary date) that it does not wish to extend the term of your employment. The period from the Effective Date through the fourth anniversary of the Effective Date (or such later date through which the term of your employment is extended) is referred to as the Contract Period, even if your employment terminates earlier for any reason. Notwithstanding anything herein to the contrary, this Agreement shall be null and void ab initio if the Merger Agreement is terminated prior to the Closing Date or if you terminate employment with Viacom and its subsidiaries prior to the Closing Date. This Agreement shall be automatically assumed by ViacomCBS Inc. upon the Closing Date.
1. Contract Period. The term of your employment under this Agreement shall begin on the Closing Date (as defined in that Agreement and Plan of Merger (the Merger Agreement) by and between CBS and Viacom) (the Effective Date) and, unless terminated earlier as set forth herein, shall continue through and including the 3rd anniversary of the Effective Date. The period from the Effective Date through the 3rd anniversary of the Effective Date is referred to as the Contract Period, even if your employment terminates earlier for any reason. Notwithstanding anything herein to the contrary, this Agreement shall be null and void ab initio if the Merger Agreement is terminated prior to the Closing Date or if you terminate employment with Viacom and its subsidiaries prior to the Closing Date. This Agreement shall be automatically assumed by ViacomCBS Inc. upon the Closing Date (as defined in the Merger Agreement).
c.Contract Period.“Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of (i) the second anniversary of the Change in Control or (ii) the death of the Executive.For the purpose of this Agreement, a Change in Control shall be deemed to have occurred at the date specified in the definition of Change-in-Control.
(e)Adjustments to Minimum Purchase Requirements, Relative Product Quantities and Mesh Limits. Prior to the commencement of each Contract Period, other than the Contract Period commencing on the Effective Date, the Parties shall review (i) the Mesh Limits, (ii) the amount of the Quarterly Minimum Purchase Requirement allocated to each Sand Product (the “Relative Product Quantities”), which, as of the Effective Date, is [***]% West Texas Regional Sand and [***]% Northern White Sand and (iii) if requested by FTSI, Supplier’s ability to supply Product to FTSI in excess of the Minimum Purchase Requirement (“Excess Minimum Supply Tons”), and shall negotiate reasonably and in good faith with respect to adjusting the Mesh Limits and the Relative Product Quantities and Supplier’s ability to supply Excess Minimum Supply Tons for the next Contract Period in order to align the Mesh Limits, Relative Product Quantities and the amount of Product FTSI may purchase hereunder from Supplier as compared with the actual demand of FTSI’s customers to the greatest extent possible between the Parties, subject to the ability of Supplier to produce such Products using its Commercially Reasonable Efforts and still meet its other commitments. If the Parties are not able to mutually agree on amendments to the Mesh Limits of any Product, Relative Product Quantities or Excess Minimum Supply Tons prior to the commencement of a Contract Period, then the Mesh Limits, Relative Product Quantities and the Minimum Purchase Requirements then in effect for such Product shall remain the same for the next Contract Period. If both Parties agree to adjust the Mesh Limits, Relative Product Quantities and/or Excess Minimum Supply Tons for the next Contract Period in question pursuant to this Section 2.1(e), such mutual agreement shall be documented in writing and executed by authorized officers of both Parties.
EX-10.2 3 amendmenttochangeincontrol.htm EXHIBIT 10.2 Exhibit AMENDATORY AGREEMENTTO CHANGE IN CONTROL AGREEMENTThis AMENDATORY AGREEMENT (the “Amendatory Agreement”) is made and entered into as of the 9th day of May, 2019 by and among Lakeland Bancorp, Inc. (“Bancorp”), Lakeland Bank (the “Bank” and, collectively with Bancorp, the “Company”) and Ronald E. Schwarz (the “Executive”).WITNESSETH:WHEREAS, the Company and the Executive entered into a certain Change in Control Agreement, dated as of May 29, 2009, which Agreement has been amended from time to time thereafter (as amended, the “Agreement”); andWHEREAS, the Agreement provides for certain terms and conditions of the Executive’s employment in the event of a “Change in Control” (as defined therein); andWHEREAS, the Company and the Executive desire to amend the Agreement to clarify certain terms of the severance to be paid thereunder; andWHEREAS, Section 16 of the Agreement permits the Agreement to be amended by a writing executed by the parties thereto;NOW, THEREFORE, the Company and the Executive hereby agree that, effective as of the date first above written, the following sections are hereby amended:1.Section 1(c) of the Agreement (definition of the “Contract Period”) is hereby amended by deleting the noted subsection in its entirety and replacing it with the following:Contract Period. “Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending of the earlier of (i) the second anniversary of the Change in Control, (ii) February 7, 2022, or (iii) the death of the Executive.”Except as specifically provided herein to the contrary, the Agreement shall continue in full force and effect.[Signature Page Follows]IN WITNESS WHEREOF, the Company has caused this Amendatory Agreement to be executed and the Executive has hereunto set his hand, all as of the date first above written.EXECUTIVE:/s/ Ronald E. SchwarzRonald E. SchwarzLAKELAND BANCORP, INC.By: /s/ Thomas J. SharaThomas J. Shara, President and CEOLAKELAND BANKBy: /s/ Thomas J. SharaThomas J. Shara, President and CEO 36167484.
c. Contract Period. Contract Period shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of: (i)the second anniversary of the Change in Control; (ii)the date the Executive would attain age 65; or (iii)the death of the Executive.
cloud or hybrid-cloud platform. Customers that do not value the integration with cloud services that comes with O365 typically purchase the on-premises Office desktop applications. Therefore, it is likely that customers purchasing O365 do so because of the integration and additional functionality that is enabled with the combined desktop applications and cloud services and the value that they receive continuously over the contract period. We provide a significant service of integrating our desktop applications and cloud services, which allows customers to utilize additional features and benefits within our desktop applications using our cloud services that cannot be obtained using our desktop applications with third-party cloud storage. For example, the integration of desktop applications and cloud services enables customers to easily move between desktop and online applications and across devices. Users can access online versions of Word, Excel, PowerPoint, and OneNote for basic document capabilities, or seamlessly transition to the Office 2016 desktop applications powered by the cloud services to enable real-time collaboration.
2.Scope of Agreement.This Agreement applies with respect to any termination of employment of the Executive that occurs during the Contract Period.It does not apply to any termination of the Executive’s employment that occurs other than during the Contract Period.In addition, during the Contract Period, the Company will maintain the equivalent total value of compensation paid to the Executive prior to the Effective Date to include (i) payment to the Executive of a monthly base salary at least equal to the then applicable Minimum Base Salary; (ii) payment to the Executive, within seventy-five (75) days following the end of a fiscal year, of compensation with respect to each such fiscal year ending after the Effective Date in an amount at least equal to the Executive’s target annual incentive compensation;(iii) a minimum of two (2) annual grants of equity awards of Company common stock or other form of ownership interest with an equivalent market value to the grants made to the Executive during the twelve (12) months immediately preceding the Effective Date; and (iv) no act or omission by the Company, in its capacity as a plan administrator or otherwise, that adversely affects the Executive's participation in any Fringe Benefit Program in effect on the Effective Date, or materially reduces the value of his or her benefits under any such program, including benefits under any Company car allowance and vacation policy.
1.Per consultation, both parties agree unanimously that the rent commencement date starts from August 1, 2016. 2.Due to the overall economic downturn and market stagnation, and currently the shopping mall lacks of popularity at the early stage of operation, by consensus between both parties; per friendly consultation between both parties, Party A agrees to offer Party B the discounts of rent exemption for 24 months within the contract period. The grace period in rent exemption will be implemented in the first five years: from the first to fourth year, Party A will offer Party B 5 months of rent exemption each year; and Party A will offer Party B 4 months of rent exemption in the fifth year. 3.For the rent of the first year, after the Supplementary Terms has been signed and sealed, Party B shall pay RMB1 Million immediately, and the rest shall be paid on or before August 15, 2017 in lunar calendar. 4.Other matters not covered herein will be otherwise negotiated by both parties.
8.16Party B shall voluntarily select an insurance company to buy corresponding insurances, including but not limited to property insurance, additional theft insurance, business interruption insurance and third-party liability insurance, so as to safeguard its own interests; in addition, Party B shall guarantee to maintain continuous effectiveness of such policies within the contract period. After buying insurance, Party B shall register them in management department of Party A for the record.
2. Services; Duties; Reporting. The Executive will serve the Company diligently, competently, and to the best of his ability during the Contract Period. Except as set forth below, the Executive will devote substantially all of his working time and attention to the business of the Company and its affiliates (collectively, the Companies), and the Executive will not undertake any other duties which conflict with his responsibilities to the Companies. Notwithstanding the foregoing, the Executive is expressly permitted to perform services (the Management Services) for or on behalf of ATLS, Titan Energy Management, LLC and their respective affiliates (Management) and to the extent the Executive performs such services during the term of this Agreement, the allocation of the responsibility for the Executives compensation shall be governed by the provisions of Section 3.2 of the Omnibus Agreement (the Omnibus Agreement) dated as of September 1, 2016, by and among Titan Energy Management, LLC, Atlas Energy Resource Services, Inc., the Company and NewCo.The Executive shall report to the Chief Executive Officer of the Company. The Executive will render such services as may reasonably be required of the Executive to accomplish the business purposes of the Company that are appropriate to the Position, as the Chief Executive Officer of the Company may assign to the Executive from time to time. The Company acknowledges that the Executive has in the past participated in or served, and does currently and is expected in the future to participate in or serve, in other professional and civic activities, including civic and charitable boards or committees, industry associations, fulfill speaking engagements or teach at educational institutions and other activities that do not conflict with the business and affairs of the Companies or interfere, individually or in the aggregate, with the Executives performance of his duties hereunder.
This Agreement shall apply with respect to any termination of employment of Executive which occurs during the Contract Period.It shall not apply to any termination of employment of Executive which occurs other than during the Contract Period.
3. In response to prior comment 8 you state that customers typically consume substantially all of their contractual minimum usage commitment by the end of their contract period. Please clarify for us whether there is general consistency in the pattern of revenue recognition throughout the contract period for these arrangements. Describe the frequency with which customers exceed the minimum commitment prior to the end of contract period and tell us what, if any, impact this may have on your results of operations in any given period.
The Company respectfully advises the Staff that usage patterns by its SaaS customers, including those with minimum usage commitments, are not necessarily consistent over the contract period. A customers usage pattern may be impacted by the timing and size of their projects, adoption pace within their organizations, and other related customer-specific factors. In addition, as described on page 20 of the Registration Statement, the Company has historically experienced seasonality in usage patterns by users of its SaaS subscriptions. The Company typically experiences reduced usage by its customers during holiday periods, particularly at the end of the fourth quarter. As revenue from its SaaS subscriptions is recognized based upon usage, the changes in usage patterns may negatively affect revenues from the Companys SaaS subscriptions and its results of operations.