Relinquishment clause samples

1.Rescission and Relinquishment. Each respective Stockholder hereby agrees to rescind the purchase or acquisition of, and to relinquish to the Company without any payment or further liability or obligation of the Company, the number of shares of Class A Common Stock set forth opposite their respective names under the column entitled “Class A Shares to be Relinquished” on Schedule A attached (as to each respective Stockholder, and whether or not currently vested or subject to vesting, the “Relinquished Shares”). Each Stockholder agrees that as a result of such rescission and relinquishment, it will be treated as if such Stockholder had never acquired its Relinquished Shares, and any consideration paid by such Stockholder for such Relinquished Shares shall be deemed reallocated to and to constitute a portion of the consideration paid for the shares listed opposite such Stockholder’s names under the column entitled “Retained Class A Shares” on Schedule A attached (the “Retained Shares”). In addition, each Stockholder acknowledges that as a result of the rescission and relinquishment of Relinquished Shares contemplated hereby, the percentage ownership of the Company held by Reg A Purchasers that is represented by the shares previously purchased in the Reg A Offering will increase, and such Stockholder’s percentage ownership interest in the Company represented by its Retained Shares will be subject to dilution to the extent the Company issues equity securities (or rights or securities exercisable or exchangeable for or convertible into equity securities) in a subsequent Reg A Offering or other securities offering. For avoidance of doubt, the rescission and relinquishment contemplated by this Section 1 (a)shall apply first to any Relinquished Shares that currently are subject to vesting and then to any vested Relinquished Shares held by each respective Stockholder, but (b)shall not apply to or affect any shares of Class B Common Stock acquired or held by any Stockholder or any shares purchased by any Stockholder in a RegA Offering.

1.Voluntary Relinquishment. The Executive hereby voluntarily hands over and otherwise relinquishes, and the Company accepts his relinquishment of, his position as Executive Chairman of the Company and all positions as an employee and officer of the Company and its subsidiaries (the “Company Group”), and his position as a Director on the Board and a director of any of the Company’s subsidiaries, including all committees thereof effective as of the Effective Date and without the need for any other action. The Employment Arrangement will be terminated and have no further effect on the Effective Date, except as set forth in this Agreement. The Effective Date will be the Executive’s final day of employment with the Company Group for benefit plan and all other purposes. The parties agree that the Executive’s relinquishment of his employment is not a termination of the Executive by the Company for purposes of any of the Executive’s arrangements or otherwise.

. A Member that has resigned or is deemed to have resigned or that has relinquished its Interest under Section 9.1, shall not, and shall cause its Affiliates not to, directly or indirectly acquire any interest in property within the Area of Interest for 12 months after the effective date of the resignation, deemed resignation, or relinquishment. If such former Member, or any Affiliate of such former Member, breaches this Section 9.2, such former Member shall or shall cause its Affiliate to offer to convey to the Company (or any other Person designated by the Company), without cost, any such property or interest so acquired. Such offer shall be made in writing and may be accepted by the Company at any time within 60 days after its receipt by the Company. In addition to any other remedies provided by this Agreement and applicable Law, each Member agrees that the Company (or any remaining Member, on behalf of the Company), may enforce this Section 9.2 through such legal or equitable remedies, including an injunction, as a court of competent jurisdiction shall allow without the necessity of bringing an arbitration action or proving actual damages or bad faith, and each Member waives, and shall cause its Affiliates to waive, any claim or defense that the Company (or any remaining Member, on behalf of the Company) has an adequate remedy at law and any requirement for the securing or posting of any bond in connection with such equitable remedy.

EX-10.C 4 exhibit10c202010-k.htm EX-10.C DocumentExhibit 10(c)Magellan GP, LLCNon-Management DirectorCompensation ProgramEffective January 1, 2021CompensationTiming of Payment(1)Annual Board Retainer:(2)CashCommon Units$80,000$130,000(3)Paid quarterly as of January 1st, April 1st, July 1st and October 1st As of January 1st Annual Chairman Retainer:(2) Audit CommitteeCompensation CommitteeConflicts CommitteeNominating and Governance CommitteeLead Director$20,000$15,000$10,000$15,000$20,000Paid quarterly as of January 1st, April 1st, July 1st and October 1st Meeting Fees: Board Meeting FeesCommittee Meeting Fees$1,500 per meeting$1,500 per meetingPaid quarterly as of January 1st, April 1st, July 1st and October 1st (1)For newly elected directors or a newly appointed committee chairman, the annual board retainer and annual chairman retainer, if applicable, are payable pro-rata for the year of election. (2)Directors who resign from the board or relinquish their role of committee chairman after a payment date has occurred, but prior to the payment having been received, will receive a pro-rata annual board retainer and annual chairman retainer for the period of time between the payment date and the resignation/relinquishment. (3)The number of common units to be issued for the annual board retainer will be determined based on the closing price on the first business day immediately following the January 1st payment date.

EX-10.C 3 exhibit10c201610-k.htm EXHIBIT 10.C Exhibit Exhibit 10(c)Magellan GP, LLCNon-Management DirectorCompensation ProgramEffective January 1, 2017CompensationTiming of Payment(1)Annual Board Retainer:(2)CashCommon Units$65,000$110,000(3)Paid quarterly as of January 1st, April 1st, July 1stand October 1stAs of January 1stAnnual Chairman Retainer:(2)Audit CommitteeCompensation CommitteeConflicts CommitteeNominating and Governance CommitteePresiding Director$15,000$15,000$10,000$10,000$15,000Paid quarterly as of January 1st, April 1st, July 1stand October 1stMeeting Fees: Board Meeting FeesCommittee Meeting Fees$1,500 per meeting$1,500 per meetingPaid quarterly as of January 1st, April 1st, July 1stand October 1st(1)For newly elected directors or a newly appointed committee chairman, the annual board retainer and annual chairman retainer, if applicable, are payable pro-rata for the year of election. (2)Directors who resign from the board or relinquish their role of committee chairman after a payment date has occurred, but prior to the payment having been received, will receive a pro-rata annual board retainer and annual chairman retainer for the period of time between the payment date and the resignation/relinquishment. (3)The number of common units to be issued for the annual board retainer will be determined based on the closing price on the first business day immediately following the January 1st payment date.