alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
EX-10.1


 Exhibit 10.1 

MITEL NETWORKS CORPORATION 

350 Legget Drive 
 Kanata, Ontario

 Canada K2K 2W7 
 July 7,
2016 
 BY EMAIL 
 Polycom, Inc. 

6001 America Center Drive 
 San Jose, California 95002 

Attention: Sayed M. Darwish 
 Ladies and Gentlemen: 

Reference is made to that certain Agreement and Plan of Merger, dated as of April 15, 2016 and as thereafter amended (the “Merger
Agreement”), by and among Polycom, Inc. (the “Company”), Mitel Networks Corporation (“Parent”) and Meteor Two, LLC. Further reference is made to the letter from the Company to Parent, dated July 7, 2016,
regarding the Company Acquisition Proposal received from Siris Capital Group, LLC, which the Company Board has determined is a Company Superior Proposal. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed
thereto in the Merger Agreement. 
 Parent hereby waives the “matching period” set forth in Section 5.02(b) of the Merger
Agreement. Please indicate that the Company will terminate the Merger Agreement pursuant to Section 9.0l(h) thereof (the “Termination”) by returning a signed copy of this letter and paying the Company Termination Fee in immediately
available funds to Parent’s account set forth on Annex A hereto. The Termination shall be automatically effective upon receipt by Parent of the Company Termination Fee. 

[Signature page follows] 






 Please indicate your acceptance and agreement of the foregoing by signing where indicated below
and returning a signed copy of this letter to Mitel pursuant to Section 10.05 of the Merger Agreement. 
  

			
	Very truly yours,
	
	MITEL NETWORKS CORPORATION
		
	By:	 	/s/ Greg Hiscock
		 	  

		 	Greg Hiscock
		 	Vice President, General Counsel &
		 	Corporate Secretary


  

					
	Accepted and Agreed as of the date first written above:
	
	POLYCOM, INC.
		
	By:	 	/s/ Laura J. Durr
		 	  

		 	Name:	 	Laura J. Durr
		 	Title:	 	 Chief Financial Officer &
 Executive Vice
President


  

			
	cc:	 	Wilson Sonsini Goodrich & Rosati, P.C.
		 	One Market Plaza
		 	Spear Tower, Suite 3300
		 	San Francisco, CA 94105
		 	Attention: Michael S. Ringler
		 	Email: mringler@wsgr.com
		
		 	Morrison & Foerster LLP
		 	425 Market Street
		 	San Francisco, CA 94105
		 	Attention: Robert S. Townsend
		 	Email: rtownsend@mofo.com
		
		 	Paul, Weiss, Rifkind, Wharton & Garrison LLP
		 	1285 Avenue of the Americas
		 	New York, NY 10019
		 	Attention: Adam M. Givertz
		 	Email: agivertz@paulweiss.com


  
 2
<PAGE>

                             AMENDMENT AGREEMENT

         AMENDMENT AGREEMENT, dated as of April 30, 1997 by and between Superior
Supplements, Inc., a Delaware corporation, with offices at 270 Oser Avenue,
Hauppauge, NY 11788 (the "Company") and Lawrence D. Simon, an individual
residing at 410 Terrace Road, Bayport, NY 11705 (the "Executive").

         WHEREAS, the Company and the Executive have heretofore entered into an
Employment Agreement (the "Agreement"), dated as of May 1, 1996 (the
"Commencement Date").

         WHEREAS, Section 3 of the Agreement provides for the term of the
Executive's employment to be for a period of one (1) year commencing on the
Commencement Date, which provision the parties hereto desire to amend to change
the term to a period of two (2) years commencing on the Commencement Date.

         The terms which are not defined herein shall have the respective
meanings ascribed to them in the Agreement.

         NOW, THEREFORE, for valid and good consideration, the parties hereto
agree as follows:

         1.       Section 3 of the Agreement shall be deleted in its entirety
and shall be replaced with the following language:

                  "3.      Term of Employment.

                           The term of the Executive's employment shall be for a
                           period of two (2) years commencing on the date hereof
                           (the "Term"), subject to




<PAGE>


                           earlier termination by the parties pursuant to 
                           Sections 6 and 7 hereof."

         2.      Except as hereinabove amended, the Agreement shall remain in
full force and effect.

         3.      This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of law.


                  IN WITNESS WHEREOF, the parties have executed this Amendment
Agreement as of the day and year first above written.


                                          SUPERIOR SUPPLEMENTS, INC.

                                          By: /s/ Reginald Spinello
      ----------------------------------
                                              Reginald Spinello, Director


                                              /s/ Lawrence D. Simon 
       ----------------------------------
                                              LAWRENCE D. SIMON


                                        2
IN RE E.T.

No. COA05-752.

North Carolina Court of Appeals.

Filed February 21, 2006.

Certification Date March 13, 2006.

Appeal from Buncombe (97J265).

Case reported without published opinion. Affirmed.
EXHIBIT 12.1

             STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

<TABLE>
<S>                                   <C>                 <C>                <C>               <C>

                                                          Number             Days Outstanding
Description                           Date                of Shares

Common stock issued in acquisition    8/1/95 to 12/31/95  3,5000,000         153               535,500,000
of assets
                                                                                                   /   153
 Weighted average shares outstanding for the five months                                       ____________
              ended December 31, 1995                                                             3,500,000
                                                                                               ============

                                                          Number             Days Outstanding
Description                           Date                of Shares

Beginning Common Stock                1/1/96 to 6/28/96   3,500,000          180                630,000,000

                                      6/29/96 to
Issuance of Common Stock              12/31/96            3,645,833          186                678,124,928
                                                                                               ____________
                                                                                              1,308,124,928

                                                                                                      / 366
Weighted average shares outstanding for the period                                             ____________
              ended December 31, 1996                                                             3,574,112
                                                                                               ============

                                                          Number             Days Outstanding
Description                           Date                of Shares

Beginning Common Stock                8/1/95 to 6/28/96   3,500,000          333              1,165,500,000

                                      6/29/96 to
Issuance of Common Stock              12/31/96            3,645,833          186                678,124,928

                                                                                              1,843,624,928
                                                                                             
                                                                                                      / 519
Weighted average shares outstanding for the period from August 1, 1995                        _____________
              through December 31, 1996                                                           3,552,264
                                                                                              =============
</TABLE>


                                       95
STATE v. DEREEF.

No. COA05-560.

North Carolina Court of Appeals.

Filed May 16, 2006.

Certification Date June 5, 2006.

Case without published opinion. No error.
IN RE H.C.

No. COA05-1349.

North Carolina Court of Appeals.

Filed July 5, 2006.

Certification Date July 25, 2006.

Appeal from Lee (04J91, 04J92, 01J52).

Case without published opinion. Affirmed as to the denial of the new trial motion and adjudication of neglect and dependency as to grandfather. Reversed as to the adjudication of neglect and dependency as to the grandmother.
<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE
REGISTRANTS' FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996, WHICH INCLUDES THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                      18,407,768
<SECURITIES>                                         0
<RECEIVABLES>                                4,184,702
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            22,637,961
<PP&E>                                      37,142,112
<DEPRECIATION>                              11,439,301
<TOTAL-ASSETS>                              50,940,853
<CURRENT-LIABILITIES>                        6,983,613
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        87,019
<OTHER-SE>                                  41,484,091
<TOTAL-LIABILITY-AND-EQUITY>                50,940,853
<SALES>                                     10,849,275
<TOTAL-REVENUES>                            21,563,586
<CGS>                                        1,972,397
<TOTAL-COSTS>                               12,793,308
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             782,708
<INCOME-PRETAX>                              7,893,019
<INCOME-TAX>                                 1,442,844
<INCOME-CONTINUING>                          6,450,175
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,833,453
<EPS-PRIMARY>                                      .68
<EPS-DILUTED>                                        0


</TABLE>
STATE v. William Henry RAINES.

No. 211A06.

Supreme Court of North Carolina.

April 24, 2006.

C.C. Walker, Elizabeth Dierauf, Assistant District Attorneys, Jeff Hunt, District Attorney, for State of NC.

The following order has been entered on the motion filed on the 22nd day of April 2006 by Defendant for Extension of Time to File Record on Appeal:

"Motion Allowed. Defendant shall have up to and including the 19th day of June 2006 to serve his/her proposed record upon the district attorney. The parties shall then *838proceed to settle and file the record on appeal pursuant to the provisions of Appellate Rules 11 and 12. By order of the Court in conference this the 24th day of April 2006."
STATE v. RAINES

COA04-1708

North Carolina Court of Appeals

North Carolina Court of Appeals

Filed October 4, 2005

Certification Date October 24, 2005

Appeal from Buncombe (03CRS58279, 03CRS58280, 03CRS18023, 03CRS18024, 03CRS57664) Affirmed

Cases reported without published opinion. Affirmed.
STATE v. Vernon Ray TABOR.

No. 248P04-2.

Supreme Court of North Carolina.

March 2, 2006.

Amy C. Kunstling, Assistant Attorney General, Sam Currin, District Attorney, for State of NC.

The following order has been entered on the motion filed on the 10th day of November 2005 by Defendant for "Petition for Discretionary Review":

"Motion Denied by order of the Court in conference this the 2nd day of March 2006."
**Exhibit 13.1 **

CERTIFICATION PURSUANT TO  18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of Virginia Gold Mines Inc.  for the year ended May 31, 2003, as filed with the Securities and Exchange Commission  on the date hereof, I hereby certify, pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The annual report fully complies with the requirements of Section 13(a)  or 15(d) of the Securities Exchange Act of 1934, as amended; and 

2. The information contained in the annual report fairly presents, in all material  respects, the financial condition and results of operations of the registrant.

  Date: November 28, 2003

André Gaumond

 André Gaumond  President and Chief Executive Officer

  A signed original of this written statement required by Section 906, or other  document authenticating, acknowledging, or otherwise adopting the signature  that appears in typed form within the electronic version of this written statement  required by Section 906, has been provided to Virginia Gold Mines Inc. and will  be retained by Virginia Gold Mines Inc. and furnished to the Securities and  Exchange Commission or its staff upon request.
Document Headings

                    Document headings vary by document type but may contain                    the following:                  
                -                       the agency or agencies that issued and signed a document                    
                -                       the number of the CFR title and the number of each part                      the document amends, proposes to amend, or is directly                      related to                    
                -                       the agency docket number / agency internal file number                    
                -                       the RIN which identifies each regulatory action listed in                      the Unified Agenda of Federal Regulatory and Deregulatory                      Actions                    

                    See the                                          Document Drafting Handbook                                        for more details.                  

###### Department of Energy

###### Federal Energy Regulatory Commission

Take notice that the Commission has received the following Natural Gas Pipeline Rate and Refund Report filings:

## Filings in Existing Proceedings

*Docket Numbers:*                     PR22-46-002.                

*Applicants:*                     Targa SouthTex Transmission LP.                

*Description:*                     § 284.123(g) Rate Filing: Revised Amendment to Statement of Operating Conditions to be effective 7/12/2022.                

*Filed Date:*                     7/12/22.                

*Accession Number:*                     20220712-5173.                

*Comments/Protest Due:*                     5 p.m. ET 7/26/22.                

                    Any person desiring to protest in any the above proceedings must file in accordance with Rule 211 of the Commission's Regulations (18 CFR 385.211) on or before 5:00 p.m. Eastern time on the specified comment date.  The filings are accessible in the Commission's eLibrary system (                    *https://elibrary.ferc.gov/​idmws/​search/​fercgensearch.asp*) by querying the docket number.                

                    eFiling is encouraged. More detailed information relating to filing requirements, interventions, protests, service, and qualifying facilities filings can be found at:                     *http://www.ferc.gov/​docs-filing/​efiling/​filing-req.pdf.*                     For other information, call (866) 208-3676 (toll free). For TTY, call (202) 502-8659.                

Dated: July 13, 2022.

Debbie-Anne A. Reese,

Deputy Secretary.

[FR Doc. 2022-15354 Filed 7-18-22; 8:45 am]

BILLING CODE 6717-01-P
Salary Continuation Following Death Benefit Letter to Bruce W. Taylor



 EXHIBIT 10.45 
  

							
	Date:	  	June 15, 2005	  	 	  	 
				
	To:	  	Bruce Taylor	  	 	  	 
				
	From:	  	Pam Mellor, Dir. Compensation and Benefits, Cole Taylor Bank	  	 	  	 
				
	Cc:	  	 Key Man Life Insurance File
 Personnel File

Christine Sibrava, at Katten, Muchin, Rosenmann
	  	 	  	 
				
	Subject:	  	Salary Continuation Following Death	  	 	  	 

  
 I am pleased to inform you of a
benefit that was approved for you at the June 14, 2005 Taylor Capital Group, Inc. Compensation Committee meeting. The Committee members discussed and approved a salary continuation benefit for your family following your death. The specifics of this
benefit are as follows: 
  

	 	•	 	One times your then base annual salary will be paid to your spouse / family / estate following your death. 

  

	 	•	 	The payments will be provided as 1/12th of your
then base annual salary in equal installments each month until 12 payments totaling your then base annual salary have been paid. The first installment will be provided as soon as possible following your death. The remaining 11 installments will be
provided during the first week of each month. 

  

	 	•	 	You are required to be an active employee of the company at the time of death in order to qualify for the salary continuation payments. 

  
 The funding of the salary continuation will occur from Key Man Life Insurance policies the
company purchased in late 2004. Though these policies have a 20-year term, the Company will provide the salary continuation benefit should you continue to be an active employee of the Company following the expiration of the Key Man Life Insurance
policy. If you have any questions regarding this benefit, please feel free to contact me at extension 7309.
<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                         300,702
<SECURITIES>                                   118,587
<RECEIVABLES>                                   10,910
<ALLOWANCES>                                       252
<INVENTORY>                                          0
<CURRENT-ASSETS>                               433,328
<PP&E>                                          72,903
<DEPRECIATION>                                  23,663
<TOTAL-ASSETS>                                 780,631
<CURRENT-LIABILITIES>                           43,004
<BONDS>                                        229,344
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       719,680
<OTHER-SE>                                   (225,814)
<TOTAL-LIABILITY-AND-EQUITY>                   780,631
<SALES>                                              0
<TOTAL-REVENUES>                                48,045
<CGS>                                                0
<TOTAL-COSTS>                                   46,965
<OTHER-EXPENSES>                               151,672
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,996
<INCOME-PRETAX>                              (144,179)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (144,179)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (144,179)
<EPS-PRIMARY>                                   (1.26)
<EPS-DILUTED>                                   (1.26)
        

</TABLE>
**Exhibit32.2**

 

**Certification by the ChiefFinancial Officer**

**Relating to a Periodic ReportContaining Financial Statements**

 

 

I, Deborah S. Maddocks, VicePresident - Finance, of PAULA Financial, a Delaware corporation (the“Company”), each certify that:

 

(1)                                  The Company’s periodic report on Form 10-Qfor the period ended June 30, 2003 (the “Form 10-Q”) fully complies with therequirements of Section 13(a) of the Securities Exchange Act of 1934, asamended; and

 

(2)                                  The information contained in the Form 10-Q fairlypresents, in all material respects, the financial condition and results ofoperations of the Company.

 

 

*                                         *                                         *

 

 
| VICE PRESIDENT - FINANCE |           |
|--------------------------|----------------|
|                     |           |
|                     |           |
| /s/ Deborah S. Maddocks  |           |   |
| Deborah S. Maddocks      |           |
|                     |           |
| Date:                    | August 8, 2003 |   |   |
|                          |                |  |  |  |

 

----
AUSTIN 

~c.MAWW 

,-FI QS"l"aL 

Honorable II. L. Rln8oII, Jr. 

County Aadftor 

Polk County 

Litiqston; Texar 

OplJAilm Ho. 0-M 

Dear Sir! ml ma oh. 

of thfr 

part a8 

Your letter oi 

Dqmrtmont on the 

follon: 

on Ko. O-601 thi8 Department held that tb 

oomdrrionerr~ Oonrfi 00~14 not lagally transfer memey fma 

the Jury mnd into th6 @enera run& Wo snelera a copy ot 

thfs Opinfbn for rour someniana*~ 
Ronorable t. L. Hlnson, Jr., Pago 2 

In Opinion Eo. 04186 thia Department haM that 

the Commiaaloneras court oould not le~gally reirabume tlm 

Road and Bridge Fund from other available oonnty fands In 

rhloh there was a eurpl!~. A oopy ai th;$ Opinion is MIrlored. 

In the ease of Carroll WI. WillIama, 202 8.W. 804, 

the Supme Court of Texas deilnlt~l 

I 

hold tha$ the Jar7 l&14 

and other aonatitutional fund8 thara II doslgnsted oarpoaed or 

runda raised by taxation oould not be legally tranar8rb froa 

on8 to 8nothex. emd that art1010 16S0, Vernon*8 Annotated C1rl.l 

Statutea, ham aaplloatlon to epeolal fund8 oraatod by Status@ an4 

was not l pplloable to oonatltutlonal rland8. The 00wt wmt further an4 held In the Oarroll oasa that Seotion 0, Axtlole b ot 

the State Constitution not only plaooQ a llmitatlon on tbo amount ot taxes which m.i&ht be levied b 

pa68 tbereln enumrated, but alao 408 I 

any ooonty ior the purgnatml and pleoed ,a lsaitatlon on the amount to bo oxpandbd,. in that tax68 a-aired ior 

one purfloaa, therein dorined oould not be l xpenUe6 ior any o$hsr 

purpoao. 

The Jury Fund, the Oaaeral Fuad, and tho Road ad (’ 

Brldgr mud are oonstltutlonal rMd8. Therefore, In via or 

the holdlp& la the Carroll oa80 au_aras and the autharitiea 

ofted in the, above m8WOnod Ophhb%+t you am raapwttltll~ 

l dri;re& that it ia the epin&m ot’tti& Apartment that tk 

6omniaalonera~ Oourt oannot legllf trasr*r monoj rroa the 

Jury Fund, to the Getlsral Fund or to the Road and BriUSe Fund, 

although there la a surplus in the fury FurA. 

It Is our tarther opinion that the or5sr br the 

comiaalonera~ ceurt as aentlonenl In your lsttsr quotd ahow 

i8 void and 0r n0 6rre0t. 

Trusting that tho foregain ml7 amtiers your 

Inquiry, w8 am 

Your8 very *rally 

,. 

ArnHHl?Y f.m??!mL OF TEXAS 

&;,c$g’dL Hy @w!h%ti* 

,s ::., TV,! 

hrdnll Wililamm 

Amdstant