alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
ex10-38.htm


    Exhibit
10.38


     

     

    April
30, 2009

    ONE
YEAR TERM EXTENSION TO THE

    EMPLOYMENT
AGREEMENT OF AUGUST 1, 2004

    


    By and
between Siberian Energy Group Inc., a Nevada corporation (the “Company”), and
David Zaikin (“Employee”) entered into this 30th day of
April, 2009, and made effective as of January 1, 2009.

    


    WHEREAS the Company and the
Employee previously signed the Employment Agreement, which stated the term of
employment to start on August 1, 2004 and to end on December 31, 2008 (the
“Agreement”, a copy of which is attached hereto as Exhibit
A);

    


    AND WHEREAS the Company and
the Employee wish to further extend the term of the employment
agreement.

    


    NOW THEREFORE THIS AGREEMENT
WITNESSETH, that the Company and the Employee agree as
follows:

    


    Point 4 “Term” of the
employment Agreement to be revised and the term of the Agreement to be extended
until December 31, 2009 (the “Extended Term”).

    


    Point 5.1
“Compensation” of the employment Agreement to be revised and annual
salary of the Employee to be stated as US$180,000.

    


    Point 6 “Stock
Option” of the employment Agreement is to be removed and a new Stock
Option agreement, attached hereto as Exhibit B, is to be
entered into between the Company and the Employee.

    


    All other
provisions of the Employment Agreement dated August 1, 2004 shall remain in full
force and effect until the expiration of the Extended Term.

    


    IN
WITNESS WHEREOF, the parties have caused this agreement to be executed the day
and year first above written.

    


    


    
 

    
      
        
          
            
              
                	
                        EMPLOYEE                                

                      	
                        COMPANY

                      
	 	 
	 	 
	 	 
	/s/
      David Zaikin                        	/s/
      Elena Pochapski
	
                        David
      Zaikin,

                      	
                        Elena
      Pochapski,

                      
	
                        XX XXXXXXXXXXX
      XXX,

                      	
                        CFO

                      
	
                        XXXXXXXXX,
      XX, XXX XXX

                      	
                        Siberian
      Energy Group Inc.

                      
	
                        XXXXXX
<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FIANANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                             951
<SECURITIES>                                         0
<RECEIVABLES>                                    7,521
<ALLOWANCES>                                       683
<INVENTORY>                                      5,258
<CURRENT-ASSETS>                                13,606
<PP&E>                                           9,565
<DEPRECIATION>                                   5,631
<TOTAL-ASSETS>                                  22,007
<CURRENT-LIABILITIES>                            7,316
<BONDS>                                          2,893
<PREFERRED-MANDATORY>                           27,843
<PREFERRED>                                          0
<COMMON>                                            10
<OTHER-SE>                                     (16,345)
<TOTAL-LIABILITY-AND-EQUITY>                    22,007
<SALES>                                         19,449
<TOTAL-REVENUES>                                22,281
<CGS>                                           14,339
<TOTAL-COSTS>                                   15,723
<OTHER-EXPENSES>                                 3,026
<LOSS-PROVISION>                                   192
<INTEREST-EXPENSE>                                 538
<INCOME-PRETAX>                                (11,034)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (11,034)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (11,034)
<EPS-BASIC>                                      (1.27)
<EPS-DILUTED>                                    (1.27)


</TABLE>
Exhibit
23








CONSENT
OF INDEPENDENTREGISTERED
CERTIFIED
PUBLIC ACCOUNTING FIRM






We
hereby consent to the incorporation by reference in the Registration
Statements onFormS-8(Nos. 333-72601, 333-72599, 333-09365, 333-09375,
333-125929, 333-125931, 333-125934 and 333-130583) of FPIC Insurance Group, Inc.
of our report datedMarch
4, 2009relating to the financial statements, financial statement schedules and the
effectiveness of internal control over financial
reporting,which appears in this Form 10-K.






PricewaterhouseCoopers
      LLPJacksonville,FloridaMarch
      4,
      2009
Sample Exchange Agreement



 Exhibit 10.1 
 SAMPLE 
 Exchange Agreement 
 Whereas, B of I Holding, Inc. (Company) has issued non-qualified stock options to Director on August 13, 1999 under its 1999 Amended and Restated Stock Option Plan
(1999 Plan) ; 
 Whereas, the administers of the 1999 Plan and the 2004 Stock Incentive Plan (2004 Plan) find it is in the best interest of the Company to
facilitate the conversion of fully vested, in-the-money stock options into Company common shares for the undersigned Director; 
 Whereas, the Company’s
2004 Plan provides for the fair value exchange of stock option shares for restricted stock shares and the net settlement of income tax obligations; 
 Therefore, by execution of this Exchange Agreement, the Company is offering the Director the right to exchange all of his stock options detailed in Exhibit A for a smaller number of fully vested restricted stock of the Company based upon
the fair value of the Company’s common stock on a future date (Exchange Date), subject to the following restrictions. The right to exchange the stock options will expire on August 13, 2009. The fair value of the Company’s common stock
and the fair value of the stock options shall be measured based upon the closing price of the Company’s common stock on the Exchange Date. Such Exchange Date must be selected by the Director on or before the Exchange Date has occurred. If the
Director elects to exchange his stock options for restricted stock, all stock option shares must be exchanged (no partial exchange). The selection of an Exchange Date is subject to the Company’s trading blackout policy. Nothing in this Exchange
Agreement is intended to extend the life of the non-qualified stock options subject to this exchange offer and failure to provide notice of exchange or payment for exercise stock option shares before expiration will result in no issuance of the
Company’s common stock to the Director. 
 Exhibit A provides the election form the Director must complete and deliver to the Company to exercise his
right to exchange his stock options for restricted shares. If requested by the Director, the Company agrees to repurchase a number of restricted stock shares equal to the Director’s anticipated income tax liability. 
  

															
	  
	 		 		 		 		 		 		 	  

	Director	 		 		 		 		 		 		 	B of I Holding, Inc.








 Exhibit A 
 EXCHANGE DATE NOTICE 
 B of I Holding, Inc: 
 In connection with our Exchange Agreement dated             , 2009, please accept this letter as notice of my intent to exchange the following option contract in accordance
with the Exchange Agreement effective on the following Exchange Date: 
 Option Contract Date: August 13, 1999 
 Number of Shares Underlying Option Contract: 
 Exchange Date Selected:
            , 2009 
 Net Settlement of Income Tax (yes / no):
         
 Federal Withholding %:          
 State Withholding %:          
 I agree that this notice shall only be effective when receipt is acknowledged and the date approved by the Compliance Officer of B of I Holding, Inc. 
  

	
	  

	Director Signature
	
	  

	Print Name
	
	  

	Date
EXHIBIT 4.30






Exhibit 4.30









NOTICE OF CANCELLATION




To: THE ROYAL BANK OF SCOTLAND PLC (as Agent)




Attention: Loans Admin Unit




25 Devonshire Square

London

EC2M 4BB




28 July 2008




VODAFONE GROUP PLC




U.S.$5,525,000,000 Revolving Credit Facility dated 24 June 2004 (as amended by a supplemental




agreement dated 24 June 2005) (the “Agreement”)



We refer to the above Agreement and to the US$4,315,000,000 “3 Year Facility Agreement” to be
entered into by the Vodafone Group Plc with The Royal Bank of Scotland plc as agent on or about
the date of this notice (the “New Facility Agreement”). Terms defined and references construed in
the Agreement have the same meaning and construction in this notice.



In accordance with Section 7.2 of the Agreement, we hereby give one Business Day’s written notice
of Vodafone’s intention to cancel the unutilised portion of the Total Commitments under the
Agreement in whole as at 29 July 2008, provided that the New Facility Agreement is duly signed and
executed on such date.



This notice is governed by English law.



Please acknowledge your acceptance of this notice by signing below.



Yours faithfully









For and on behalf of

Vodafone Group Plc




We
agree to the
above:

 





For and on behalf of the Agent

The Royal Bank of Scotland plc




Vodafone Group Plc

Company Secretary’s & Legal Department

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

T+44 (0)1635 33251 F+44 (0)1635 580857 www.vodafone.com



Registered
Office; Vodafone House, The Connection, Newbury, Berkshire RG14 2FN,
England.
Registered in England No. 1833679
<PAGE>   1
                                                                    EXHIBIT 11.1

                          CASA OLE' RESTAURANTS, INC.

                      COMPUTATION OF NET INCOME PER SHARE

                           FOR THE FISCAL YEARS ENDED
                    DECEMBER 29, 1995 AND DECEMBER 27, 1996

<TABLE>
<CAPTION>
                                                            1995               1996    
                                                        ------------       ------------
<S>                                                     <C>                <C>
Income (or pro forma income) applicable
         to common stock                                $  1,448,659       $  1,819,464
                                                        ============       ============

Computation of weighted average common shares:

         Shares issued pursuant to
            contribution agreement                         2,732,705          2,732,705

         Shares assumed issued to
            fund certain distributions                        60,411               --

         Shares issued in initial public offering               --            2,000,000

         Shares redeemed                                        --           (1,135,000)

         Effect of days outstanding on
            weighted average calculation                        --             (278,036)

         Assumed net common share
            equivalents of options and warrants
            using the treasury stock method                     --               65,308
                                                        ------------       ------------

                                                           2,793,116          3,384,977
                                                        ============       ============

Pro forma net income per share                          $       0.52       $       0.54
                                                        ============       ============
</TABLE>
Exhibit 10.57
 (HLTH LOGO)
    
    HLTH Corporation
669 River Drive, Center Two
Elmwood Park, NJ 07407
201.703.3400 Phonewww.hlth.com
  
   1.
    
    Consequence of a Termination of Employment without Cause or Resignation with Good Reason
on the 2008 Option. Notwithstanding anything to the contrary contained in the Option
Agreement, in the event of the termination of your employment by the Company without Cause or
by you for Good Reason (as such terms are defined in the Employment Agreement), the 2008
Option shall continue to vest and remain outstanding as if you were an employee of the Company
through the next vesting date following the termination of your employment and the post
termination exercise period will commence on such date, subject to the acknowledgment referred
to in Section 5.4 of the Employment Agreement becoming effective and continued compliance with
Section 6 of the Employment Agreement.
 2.
    
    Impact of a Change in Control of the Company on the Option and Restricted Stock.
In the event of the occurrence of a Change in Control (as defined in Section 5.6 of the
Employment Agreement), you may resign without Good Reason at any time after the six month
anniversary of such Change in Control upon thirty days prior written notice and (i) the 2008
Option shall continue to vest and remain outstanding through the remainder of the original 10
year term as if you remained in the employ of the Company and (ii) the 2008 Restricted Stock
shall be deemed fully vested on the date of termination, subject to the acknowledgment
referred to in Section 5.4 of the Employment Agreement becoming effective and continued
compliance with Section 6 of the Employment Agreement). In the event that your employment is
terminated without Cause or for Good Reason on or following a Change in Control of the
Company, the 2008 Option and the 2008 Restricted Stock shall be treated in the manner
described in the preceding sentence (subject to the conditions specified.




---



##### 



HLTH CORPORATIONBy:
/s/
Anne N. SmithName:
    Anne N. SmithTitle:
    Vice President  Legal ACKNOWLEDGED AND AGREED/s/
Charles A. MeleCHARLES A. MELE 2
* Pursuant to 5TH CIR. R. 47.5, the court has determined

that this opinion should not be published and is not precedent

except under the limited circumstances set forth in 5TH CIR.

R. 47.5.4.

IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

 

No. 98-50185

Summary Calendar

 

ROI LE' SHILOH-BRYANT,

Plaintiff-Appellant,

versus

ALAN POLUNSKY, Texas Department of Criminal Justice Chairman,

Individually and in his Official Capacity; JOHN VANDERWERFF,

Texas Department of Criminal Justice, Institutional Division,

Internal Affairs Division, Captain Individually and in his

Official Capacity; GINNA DEBOTTIS, Texas Department of Criminal

Justice Institutional Division, Special Prosecution Unit, Special

Prosecutor, Individually; ANTHONY BANTA, Texas Department of

Criminal Justice Guard, Individually and in his Official

Capacity; CHAD GRIFFITH, Texas Department of Criminal Justice

Guard, Individually and in his Official Capacity; CAROLYN

POLLARD, Individually,

Defendants-Appellees.

- - - - - - - - - -

Appeal from the United States District Court

for the Western District of Texas

USDC No. W-97-CV-277

- - - - - - - - - -

September 30, 1998

Before KING, BARKSDALE, and STEWART, Circuit Judges.

PER CURIAM:*

 Roi Le’ Shiloh-Bryant, Texas prisoner No. 354415, has filed

an application for leave to proceed in forma pauperis (IFP) on

appeal, following the district court’s dismissal of his civil

rights suit for failure to state a claim, and its determination 
No. 98-50185

-2-

 

** 512 U.S. 477 (1994).

that an appeal would be frivolous. By moving for IFP,

Shiloh-Bryant is challenging the district court’s determination

that IFP should not be granted on appeal because his appeal is

not taken in good faith. See Baugh v. Taylor, 117 F.3d 197, 202

(5th Cir. 1997). Shiloh-Bryant has also filed in this court a

motion for appointment of counsel on appeal. 

Shiloh-Bryant argues that the district court erred by

applying Heck v. Humphrey** to his claims of malicious

prosecution; that claims dismissed pursuant to Heck should not

have been dismissed with prejudice; that Coryell County, Texas,

Assistant District Attorney Ginna Debottis was not authorized to

seek his indictment on state charges; and that he has stated a

cause of action for denial of access to the courts against

Coryell County Deputy Clerk of Court Carolyn Pollard.

Shiloh-Bryant has failed to demonstrate that he is raising a

nonfrivolous issue on appeal. We uphold the district court’s

determination that the appeal is not taken in good faith. 

Shiloh-Bryant’s motions for IFP status and appointment of counsel

are DENIED, and his appeal is DISMISSED as frivolous. See Baugh,

117 F.3d at 202 n.24; 5TH CIR. R. 42.2. 

 Shiloh-Bryant is cautioned that the filing of any additional

frivolous lawsuits or appeals will result in his being barred

from proceeding IFP pursuant to the Prison Litigation Reform Act,

28 U.S.C. § 1915(g). 
No. 98-50185

-3-

 MOTIONS FOR IFP AND APPOINTMENT OF COUNSEL DENIED; APPEAL

DISMISSED. 5TH CIR. R. 42.2.
<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-2000
<PERIOD-START>                             APR-01-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                             605
<SECURITIES>                                         0
<RECEIVABLES>                                   31,156
<ALLOWANCES>                                     (887)
<INVENTORY>                                     35,806
<CURRENT-ASSETS>                                68,752
<PP&E>                                          74,030
<DEPRECIATION>                                (21,722)
<TOTAL-ASSETS>                                 211,042
<CURRENT-LIABILITIES>                           32,938
<BONDS>                                        154,351
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            74
<OTHER-SE>                                      13,477
<TOTAL-LIABILITY-AND-EQUITY>                   211,042
<SALES>                                        125,788
<TOTAL-REVENUES>                               125,788
<CGS>                                           86,490
<TOTAL-COSTS>                                   31,721
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 1,590
<INTEREST-EXPENSE>                              11,935
<INCOME-PRETAX>                                (4,358)
<INCOME-TAX>                                   (1,625)
<INCOME-CONTINUING>                            (2,733)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,939)
<EPS-BASIC>                                     (0.38)
<EPS-DILUTED>                                   (0.38)


</TABLE>
```

[Congressional Bills 106th Congress]
[From the U.S. Government Publishing Office]
[S. 2334 Introduced in Senate (IS)]

106th CONGRESS
  2d Session
                                S. 2334

   To amend the Internal Revenue Code of 1986 to extend expensing of 
   environmental remediation costs for an additional 6 years and to 
            include sites in metropolitan statistical areas.

_______________________________________________________________________

                   IN THE SENATE OF THE UNITED STATES

                             March 30, 2000

 Mr. L. Chafee (for himself and Mr. Jeffords) introduced the following 
  bill; which was read twice and referred to the Committee on Finance

_______________________________________________________________________

                                 A BILL

 
   To amend the Internal Revenue Code of 1986 to extend expensing of 
   environmental remediation costs for an additional 6 years and to 
            include sites in metropolitan statistical areas.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. EXTENSION OF EXPENSING OF ENVIRONMENTAL REMEDIATION COSTS.

    (a) Expansion of Targeted Areas.--Subparagraph (A) of section 
198(c)(2) of the Internal Revenue Code of 1986 (defining targeted area) 
is amended by redesignating clauses (i) through (iv) as clauses (ii) 
through (v), respectively, and by inserting before clause (ii) (as so 
redesignated) the following new clause:
                            ``(i) any metropolitan statistical area 
                        (within the meaning of section 
                        143(k)(2)(B)),''.
    (b) Extension.--Section 198(h) of the Internal Revenue Code of 1986 
(relating to termination) is amended by striking ``2001'' and inserting 
``2007''.
    (c) Effective Date.--The amendments made by this section shall 
apply to taxable years beginning after December 31, 2000.
                                 <all>
```
<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1997
<PERIOD-END>                               MAR-31-1998             MAR-31-1997
<CASH>                                           61293                  109216
<SECURITIES>                                    213582                  133120
<RECEIVABLES>                                    67055                   43573
<ALLOWANCES>                                      1487                    1064
<INVENTORY>                                       5917                    3768
<CURRENT-ASSETS>                                296327                  236436
<PP&E>                                           95483                   75379
<DEPRECIATION>                                   59653                   49015
<TOTAL-ASSETS>                                  403174                  324845
<CURRENT-LIABILITIES>                            61403                   99488
<BONDS>                                              0                       0
<PREFERRED-MANDATORY>                                0                       0
<PREFERRED>                                          0                       0
<COMMON>                                         20690                   20278
<OTHER-SE>                                      264155                  202529
<TOTAL-LIABILITY-AND-EQUITY>                    403174                  324845
<SALES>                                          69632                   47045
<TOTAL-REVENUES>                                 69632                   47045
<CGS>                                            52961                   34951
<TOTAL-COSTS>                                    55570                   36969
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                   174                     300
<INTEREST-EXPENSE>                                 663                      16
<INCOME-PRETAX>                                  17227                   12333
<INCOME-TAX>                                      5860                    4400
<INCOME-CONTINUING>                              11367                    7933
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     11367                    7933
<EPS-PRIMARY>                                     0.18                    0.13
<EPS-DILUTED>                                     0.18                    0.13
        

</TABLE>