Preview
Full Doc
 | 2003 |
Participation Agreement
Participation Agreement (291K)
Doc #119125: Click preview link for longer preview.
================================================================================
Participation Agreement
Dated as of May 23, 2003
Among
Bank of America, N.A., as Lessee,
First States Investors 3500, LLC, as Owner Participant,
U.S. Bank National Association,
a national banking association (as successor to State Street Bank
and Trust Company of Connecticut, National Association), not in its
individual capacity, but solely as Owner Trustee under the
Amended and Restated Trust Agreement (1997-D)
dated as of May 23, 2003,
and Lessor, and Patrick E. Thebado as Co-Trustee and Lessor
First States Group, L.P., as Recourse Guarantor,
and
Wells Fargo Bank Northwest, National Association,
as Indenture Trustee and Pass Through Trustee
----------
Office Buildings Located in the
Southeastern United States
================================================================================
{PAGE}
Table of Contents
{TABLE}
{CAPTION}
Section Heading Page
------- ------- ----
{S} {C} {C}
Article I Definitions.............................................................1
Article II Lease...................................................................1
Section 2.1. Agreement to Lease......................................................1
Section 2.2. Participation and Purchase..............................................1
Section 2.3. Closing.................................................................2
Section 2.4. Postponement of Closing Date............................................2
Section 2.5. Return of Funds.........................................................2
Article III Conditions Precedent to Closing.........................................3
Section 3.1. Participation Conditions................................................3
Section 3.2. Lessee's Conditions.....................................................8
Article IV Representations and Warranties..........................................9
Section 4.1. Representations and Warranties of Lessee................................9
Section 4.2. Representations and Warranties of the Owner Participant................10
Section 4.3. Representations and Warranties of Indenture Trustee and Pass
Through Trustee.....................................................15
Section 4.4. Representations and Warranties of Trust Company........................16
Section 4.5. Representations and Warranties of the Recourse Guarantor...............17
Section 4.6. Representations and Warranties of the Lessor...........................19
Article V Covenants of Lessee....................................................21
Section 5.1. Merger, etc............................................................21
Section 5.2. Delivery of Documents..................................................22
Section 5.3. Additional Reports of Lessee...........................................23
Section 5.4. Further Assurance......................................................23
Section 5.5. Indenture..............................................................24
Section 5.6. Enforcement of Certain Warranties......................................26
Section 5.7. Change of Name or Location.............................................26
Section 5.8. Investigation by Governmental Authorities..............................27
Section 5.9. No Acquisition of Notes or Certificates................................27
Section 5.10. Redemption Premium Payable by Lessee...................................27
Section 5.11. Annual Rent Roll.......................................................27
Section 5.12. Amendments to Lease....................................................27
Section 5.13. Trustee Fees...........................................................27
Article VI Other Covenants and Agreements.........................................28
Section 6.1. Cooperation with Lessee................................................28
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C} {C}
Section 6.2. Closing Conditions.....................................................28
Section 6.3. No Bankruptcy Petition.................................................28
Section 6.4. Lessor Liens...........................................................28
Section 6.5. Further Assurances of Owner Participant................................30
Section 6.6. Prepayment.............................................................30
Section 6.7. Indebtedness...........................................................31
Section 6.8. Limit on Activities....................................................31
Section 6.9. No Subsidiaries........................................................31
Section 6.10. No Voluntary Bankruptcy................................................31
Section 6.11. Change of Name or Location.............................................31
Section 6.12. New Series of Certificates.............................................31
Section 6.13. Performance of Lease...................................................31
Section 6.14. Quiet Enjoyment........................................................32
Section 6.15. Redemption Premium Payable by Lessor...................................32
Section 6.16. Termination of Other Operative Documents...............................32
Section 6.17. Security Documents; Amendments.........................................32
Section 6.18. Lien Release...........................................................33
Section 6.19. Foreclosure Rights.....................................................33
Section 6.20. Lease Covenants........................................................33
Section 6.21. Subleases..............................................................34
Section 6.22. Certain Limitations in Reorganization..................................34
Section 6.23. Trust Issues...........................................................34
Section 6.24. Granting of Easements..................................................35
Section 6.26. Owner for Federal Tax Purposes.........................................36
Section 6.27. Special Purpose Company................................................36
Section 6.28. United States Person...................................................36
Section 6.29. Agreements of the Recourse Guarantor...................................36
Section 6.30. Further Assurances of Indenture Trustee................................38
Section 6.31. Change of Situs........................................................38
Section 6.32. Single Purpose Entity, Separateness....................................39
Section 6.33. Further Assurances; NAIC Filings.......................................42
Section 6.34. Insurance..............................................................43
Section 6.35. Operating Reserve......................................................43
Article VII Transfer of Interest...................................................45
Section 7.1. Restrictions on Transfer...............................................45
Section 7.2. Effect of Transfer.....................................................45
Section 7.3. Competitors of the Lessee..............................................45
Section 7.4. Transfer by Lessor or Owner Participant................................45
Section 7.5. Default................................................................48
Article VIII Indemnification........................................................48
Section 8.1. General Indemnification................................................48
Section 8.2. General Tax Indemnification............................................53
{/TABLE}
-ii-
{PAGE}
{TABLE}
{S} {C} {C}
Article IX Purchase Rights........................................................62
Section 9.1. Rights of First Offer..................................................62
Section 9.2. Purchase and Transfer of Offered Asset.................................63
Section 9.3. Purchase Options.......................................................64
Article X Debt Assumption; Refinancing...........................................65
Section 10.1. Assumption of Indebtedness.............................................65
Section 10.2. Refinancing............................................................66
Article XI Financing of Alterations...............................................67
Section 11.1. Financing of Alterations...............................................67
Article XII Miscellaneous..........................................................70
Section 12.1. Survival of Agreements.................................................70
Section 12.2. Concerning the Trust Company and the Co-Trustee........................70
Section 12.3. Notices................................................................70
Section 12.4. Counterparts...........................................................70
Section 12.5. Amendments.............................................................70
Section 12.6. Headings, etc..........................................................71
Section 12.7. Parties in Interest....................................................71
Section 12.8. Governing Law..........................................................71
Section 12.9. [Reserved].............................................................71
Section 12.10. Severability...........................................................71
Section 12.11. Jurisdiction...........................................................71
Section 12.12. Priority; Attornment...................................................72
{/TABLE}
Attachments to Participation Agreement:
Schedule I -- Description of Filings and Filing Locations
Exhibit A -- Description of Existing Subleases
Exhibit B -- Schedule of Original Lessor's Cost for the Properties
Exhibit C -- Schedule of Subleases with Non-Disturbance and Attornment
-iii-
{PAGE}
Participation Agreement dated as of May 23, 2003 among Bank of America,
N.A., a national banking association, as lessee (the "Lessee"), U.S. Bank
National Association, a national banking association (as successor to State
Street Bank and Trust Company of Connecticut, National Association), not in its
individual capacity, but solely as Owner Trustee under the Amended and Restated
Trust Agreement (1997-D) dated as of May 23, 2003 (the "Owner Trustee"), Patrick
E. Thebado, an individual, not in his individual capacity, except as expressly
provided herein, but solely as Co-Trustee under the Amended and Restated Trust
Agreement (1997-D) dated as of May , 2003 ("Co-Trustee"; the Owner Trustee as
--
the lessor of the Properties in states other than the Co-Trustee States and the
Co-Trustee as the lessor of the Properties in the Co-Trustee States, separately
or together, as applicable, as lessor (the "Lessor")); First States Investors
3500, LLC, a Delaware limited liability company, as Owner Participant (the
"Owner Participant"), First States Group, L.P., a Delaware limited partnership,
as recourse guarantor (the "Recourse Guarantor"), and Wells Fargo Bank
Northwest, National Association, a national banking association, not in its
individual capacity, except as expressly provided herein, but solely as
Indenture Trustee and Pass Through Trustee (in its capacity as indenture
trustee, the "Indenture Trustee," and in its capacity as pass through trustee,
the "Pass Through Trustee").
In consideration of the mutual agreements herein contained and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
Article I
Definitions
Unless the context shall otherwise require, capitalized terms used herein
shall have the meanings assigned thereto in Appendix A to the Lease Agreement,
dated as of the date hereof, between Lessor and Lessee, for all purposes hereof.
Article II
Lease
Section 2.1. Agreement to Lease. Subject to the terms and conditions of this
Agreement, on the Closing Date the Lessor, as owner of each of the Properties,
agrees to amend and restate the Original Leases pursuant to which the respective
lessors each leased an undivided interest in certain Properties to the Lessee,
into one Lease pursuant to which the Lessor will lease its entire fee interest
in the Properties to the Lessee pursuant to the terms and conditions of the
Lease.
Section 2.2. Participation and Purchase. (a) The Lessor desires to borrow
funds and, to secure the repayment of such borrowing, the Lessor will mortgage
the Properties as collateral security for such borrowings, and pledge and assign
the rental payments due and payable under the Lease. In order to provide for the
financing, the Lessor will authorize the issue and sale of
119125
|
Allegiance
As referenced in this Participation Agreement:
Allegiance Telecom Inc – C} {C}
2 2060 Northlake Parkway Tucker GA 3PEAOU00 P'tree Outdoor Adv.& Turner Adv
5 100 South Charles Street Baltimore MD 3ALLTE00 Allegiance Telecom Inc
9 100 South Charles Street Baltimore MD 3DELTO00 Deloitte & Touche
11 100 South Charles Street Baltimore MD 3ELLTU00 Ellin & Tucker
16 100
_____________
dt 272956
;
AFRT
As referenced in this Participation Agreement:
AMERICAN FINANCIAL REALTY TRUST –
AMERICAN FINANCIAL REALTY TRUST
_____________
dt 1853712
;
|
 BofA
As referenced in this Participation Agreement:
Bank of America, – SEQUENCE}9
{PAGE}
Exhibit 10.36
================================================================================
Participation Agreement
Dated as of May 23, 2003
Among
Bank of America, N.A., as Lessee,
First States Investors 3500, LLC, as Owner Participant,
U.S.
Bank of America, – Non-Disturbance and Attornment
-iii-
{PAGE}
Participation Agreement dated as of May 23, 2003 among Bank of America,
N.A., a national banking association, as lessee (the "Lessee"), U.S. Bank
National
"Bank of America, – in each case with respect to
the Properties;
(e) the name of the Lessee is "Bank of America, N.A." The location of
the Lessee for the purpose of filing any financing
Bank of America, – it keeps its records
concerning the Properties and the transactions contemplated hereby are
located at:
Bank of America, N.A.
TransAmerica Building
Charlotte, North Carolina 28255
Attention: Real Estate Services, NC-01-
Bank of America, – their respective officers thereunto duly authorized as of the
day and year first above written.
Bank of America, N.A., as Lessee
By:
-----------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
{PAGE}
First States Investors 3500, LLC, a
dt 39707
;
LaSalle National
As referenced in this Participation Agreement:
LaSalle National Bank, – 1997 among the Lessee (as
successor to Nations Bank, N.A.), the Lessor (as successor to each of the
lessors identified therein) and LaSalle National Bank, as Indenture Trustee and
as Pass Through Trustee and (ii) that certain Participation Agreement (1997 D)
dated as of June 4, 1997
_____________
LaSalle
National Bank, – 1997 among the Lessee (as successor to Nations Bank, N.A.),
the Lessor (as successor to each of the lessors identified therein) and LaSalle
National Bank, as Indenture Trustee and as Pass Through Trustee, is terminated
as of the date hereof and neither the Lessee nor the Lessor
_____________
dt 185031
;
More... |
| Full Doc
| 2003 |
Participation Agreement
Participation Agreement (6K)
Doc #130647: This document is immediately available for purchase, but does not have a preview available for viewing.
130647
|
Micron Enviro
As referenced in this Participation Agreement:
MICRON ENVIRO SYSTEMS, – PARTICIPATION AGREEMENT
THIS AGREEMENT made the 27th day of March, 2003.
BETWEEN:
PATCH ENERGY INC.
(herein called "Patch")
OF THE FIRST PART
AND:
MICRON ENVIRO SYSTEMS, INC.
(herein called "Micron")
OF THE SECOND PART
WHEREAS:
A. Pursuant to the terms of a farmout and joint operating agreement dated
_____________
Micron Enviro Systems – for each party is:
To Patch:
Patch Energy Inc.
Suite 600, 595 Hornby Street
Vancouver, BC V6C 1A4
Attention: David Stadnyk
To Micron:
Micron Enviro Systems Inc.
Suite 460, 789 West Pender Street
Vancouver, BC V6C 1H2
Attention: Bernard McDougall
6.6 This Agreement shall enure to the benefit
_____________
MICRON ENVIRO SYSTEMS, – the parties have executed this Agreement as of the date first set out above.
PATCH ENERGY INC.
/s/ David Stadnyk
Per:
Authorized Signatory
MICRON ENVIRO SYSTEMS, INC.
/s/ Bernard McDougall
Per:
Authorized Signatory
_____________
dt 225993
| |
Preview
Full Doc
| 2003 |
Participation Agreement
Participation Agreement (8K)
Doc #130694: Click preview link for longer preview.
PARTICIPATION AGREEMENT
-----------------------
THIS AGREEMENT made the 27th day of March, 2003.
BETWEEN:
PATCH ENERGY INC.
-----------------
(herein called "Patch")
OF THE FIRST PART
AND:
MICRON ENVIRO SYSTEMS INC.
--------------------------
(herein called "Micron")
OF THE SECOND . . .
130694
|
Micron Enviro
As referenced in this Participation Agreement:
}MICRON ENVIRO SYSTEMS –
{DOCUMENT}
{TYPE}EX-10.9
{SEQUENCE}7
{FILENAME}micronpatchagree.txt
{DESCRIPTION}MICRON ENVIRO SYSTEMS 10KSB/A, PATCH ENERGY
{TEXT}
PARTICIPATION AGREEMENT
-----------------------
THIS AGREEMENT made the 27th day of March, 2003.
BETWEEN:
PATCH ENERGY INC.
-----------------
(herein called "Patch")
_____________
MICRON ENVIRO SYSTEMS – PARTICIPATION AGREEMENT
-----------------------
THIS AGREEMENT made the 27th day of March, 2003.
BETWEEN:
PATCH ENERGY INC.
-----------------
(herein called "Patch")
OF THE FIRST PART
AND:
MICRON ENVIRO SYSTEMS INC.
--------------------------
(herein called "Micron")
OF THE SECOND PART
WHEREAS:
A. Pursuant to the terms of a farmout and joint operating agreement dated May
_____________
Micron Enviro Systems – party is:
To Patch:
Patch Energy Inc.
Suite 600, 595 Hornby Street
Vancouver, BC V6C 1A4
Attention: David Stadnyk
{PAGE}
- 4 -
To Micron:
Micron Enviro Systems Inc.
Suite 460, 789 West Pender Street
Vancouver, BC V6C 1H2
Attention: Bernard McDougall
6.6 This Agreement shall enure to the benefit
_____________
MICRON ENVIRO SYSTEMS – the parties have executed this Agreement as of the date first
set out above.
PATCH ENERGY INC.
-----------------
Per: /s/ David Stadnyk
-----------------------
Authorized Signatory
MICRON ENVIRO SYSTEMS INC.
--------------------------
Per: /s/ Bernard McDougall
-----------------------
Authorized Signatory
{/TEXT}
{/DOCUMENT}
_____________
dt 225994
| |
Preview
Full Doc
| 2003 |
Participation Agreement
Participation Agreement (8K)
Doc #130695: Click preview link for longer preview.
PARTICIPATION AGREEMENT
-----------------------
THIS AGREEMENT made the 27th day of March, 2003.
BETWEEN:
PATCH ENERGY INC.
-----------------
(herein called "Patch")
OF THE FIRST PART
AND:
MICRON ENVIRO SYSTEMS INC.
--------------------------
(herein called "Micron")
OF THE SECOND . . .
130695
|
Micron Enviro
As referenced in this Participation Agreement:
}MICRON ENVIRO SYSTEMS –
{DOCUMENT}
{TYPE}EX-10.9
{SEQUENCE}7
{FILENAME}micronpatchagree.txt
{DESCRIPTION}MICRON ENVIRO SYSTEMS 10KSB, PATCH ENERGY
{TEXT}
PARTICIPATION AGREEMENT
-----------------------
THIS AGREEMENT made the 27th day of March, 2003.
BETWEEN:
PATCH ENERGY INC.
-----------------
(herein called "Patch")
OF
_____________
MICRON ENVIRO SYSTEMS – PARTICIPATION AGREEMENT
-----------------------
THIS AGREEMENT made the 27th day of March, 2003.
BETWEEN:
PATCH ENERGY INC.
-----------------
(herein called "Patch")
OF THE FIRST PART
AND:
MICRON ENVIRO SYSTEMS INC.
--------------------------
(herein called "Micron")
OF THE SECOND PART
WHEREAS:
A. Pursuant to the terms of a farmout and joint operating agreement dated May
_____________
Micron Enviro Systems – party is:
To Patch:
Patch Energy Inc.
Suite 600, 595 Hornby Street
Vancouver, BC V6C 1A4
Attention: David Stadnyk
{PAGE}
- 4 -
To Micron:
Micron Enviro Systems Inc.
Suite 460, 789 West Pender Street
Vancouver, BC V6C 1H2
Attention: Bernard McDougall
6.6 This Agreement shall enure to the benefit
_____________
MICRON ENVIRO SYSTEMS – the parties have executed this Agreement as of the date first
set out above.
PATCH ENERGY INC.
-----------------
Per: /s/ David Stadnyk
-----------------------
Authorized Signatory
MICRON ENVIRO SYSTEMS INC.
--------------------------
Per: /s/ Bernard McDougall
-----------------------
Authorized Signatory
{/TEXT}
{/DOCUMENT}
_____________
dt 225995
| |
Preview
Full Doc
| 2002 |
Performance Unit Agreement
Performance Unit Agreement (19K)
Doc #168281: Click preview link for longer preview.
For Persons With a Change of Control Agreement
ROCKWELL COLLINS, INC.
PERFORMANCE UNIT AGREEMENT
, 2002
Target Payment:
$
(PERSONAL AND CONFIDENTIAL)
(Name and Title)
Dear (Salutation):
We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. and . . .
168281
|
Rockwell Collins
As referenced in this Performance Unit Agreement:
ROCKWELL COLLINS, – through this document
Exhibit 10-p-3
For Persons With a Change of Control Agreement
ROCKWELL COLLINS, INC.
PERFORMANCE UNIT AGREEMENT
, 2002
Target Payment:
$
(PERSONAL AND CONFIDENTIAL)
(Name and Title)
Dear (
Rockwell Collins, – and Title)
Dear (Salutation):
We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries ("Rockwell Collins" or the "Company"), you have been granted a
"Rockwell Collins" – pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries ("Rockwell Collins" or the "Company"), you have been granted a performance unit award payable in a
Rockwell Collins – been granted a performance unit award payable in a lump sum cash amount under the Rockwell Collins 2001 Long-Term Incentives Plan (the "Plan"). Any payout of your performance unit is based
Rockwell Collins – Plan (the "Plan"). Any payout of your performance unit is based on the achievement by Rockwell Collins of the goals for Annual Sales Growth Rate (and required Cumulative Sales) and Return on
dt 28413
| |
Preview
Full Doc
| 2002 |
Performance Unit Agreement
Performance Unit Agreement (18K)
Doc #171334: Click preview link for longer preview.
ROCKWELL COLLINS, INC.
PERFORMANCE UNIT AGREEMENT
, 2002
Target Payment:
$
(PERSONAL AND CONFIDENTIAL)
(Name and Title)
Dear (Salutation):
We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries ("Rockwell Collins" or the . . .
171334
|
Rockwell Collins
As referenced in this Performance Unit Agreement:
ROCKWELL COLLINS, – 10.P4
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10-p-4
ROCKWELL COLLINS, INC.
PERFORMANCE UNIT AGREEMENT
, 2002
Target Payment:
$
(PERSONAL AND CONFIDENTIAL)
(Name and Title)
Dear (
Rockwell Collins, – and Title)
Dear (Salutation):
We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries ("Rockwell Collins" or the "Company"), you have been granted a
"Rockwell Collins" – pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries ("Rockwell Collins" or the "Company"), you have been granted a performance unit award payable in a
Rockwell Collins – been granted a performance unit award payable in a lump sum cash amount under the Rockwell Collins 2001 Long-Term Incentives Plan (the "Plan"). Any payout of your performance unit is based
Rockwell Collins – Plan (the "Plan"). Any payout of your performance unit is based on the achievement by Rockwell Collins of the goals for Annual Sales Growth Rate (and required Cumulative Sales) and Return on
dt 28415
| |
Preview
Full Doc
| 2003 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (20K)
Doc #177420: Click preview link for longer preview.
CAVCO INDUSTRIES, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT ("Award Agreement") is
made as of the 7th day of July, 2003, by and between Cavco Industries, Inc., a
Delaware corporation (the "Company"), and Joseph H. Stegmayer (the "Grantee").
The Company and the Grantee therefore agree as follows:
1. GRANT OF RESTRICTED STOCK. Effective as of July 7, 2003
(the "Grant Date"), the Company has awarded to the Grantee a total of __________
shares of the common stock, par value $.01 per share ("Common Stock"), subject
to the conditions and restrictions set forth below (the "Restricted Stock").
2. DEFINITIONS. For purposes of this Award Agreement:
(a) "Board" means the Board of Directors of the Company.
(b) "Breach" has the meaning set forth in the Employment
Agreement.
(c) "Committee" means (i) the Board, during any period in
which there shall be no Compensation Committee of the Board comprised of two or
more nonemployee directors or during any other period during which the Board
elects to exercise the authority of the Committee, or (ii) the Compensation
Committee of the Board, during all other periods.
(d) "Disability" has the meaning set forth in the Employment
Agreement.
(e) "Employment Agreement" means the Employment Agreement,
dated as of June 30, 2003, between the Company and the Grantee.
(f) "Service" means employment with the Company or any of its
subsidiaries.
(g) "Restricted Period" means the period commencing on the
Grant Date and ending on the date that the Grantee obtains a vested right to all
of the Total Restricted Shares (and the restrictions thereon terminate) in
accordance with Paragraph 3.
(h) "Termination for Cause" has the meaning set forth in the
Employment Agreement.
(i) "Total Restricted Shares" means the total number of shares
of Restricted Stock that are the subject of this Award on the Grant Date.
177420
|
Cavco Industries
As referenced in this Restricted Stock Award Agreement:
CAVCO INDUSTRIES, –
{DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}3
{FILENAME}d07196exv4w4.txt
{DESCRIPTION}FORM OF RESTRICTED STOCK AWARD
{TEXT}
{PAGE}
EXHIBIT 4.4
CAVCO INDUSTRIES, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT ("Award Agreement") is
made as of the 7th day of July, 2003,
_____________
Cavco Industries, – STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT ("Award Agreement") is
made as of the 7th day of July, 2003, by and between Cavco Industries, Inc., a
Delaware corporation (the "Company"), and Joseph H. Stegmayer (the "Grantee").
The Company and the Grantee therefore agree as follows:
1.
_____________
Cavco Industries, – Agreement shall be in writing and shall be delivered
personally or by first class mail, postage prepaid and addressed, to the
following address:
Cavco Industries, Inc.
Attention: Sean K. Nolen
1001 North Central
Suite 800
Phoenix, Arizona 85004
Any notice or other communication to the Grantee with
_____________
CAVCO INDUSTRIES, – conditions of this Award Agreement by signing in the space
provided at the end hereof and returning an executed copy to the Company.
CAVCO INDUSTRIES, INC.
By:
----------------------------------
Name: Sean K. Nolen
---------------------------
Title: Vice President and Chief
Financial Officer
---------------------------
ACCEPTED:
-----------------------
Grantee: Joseph H. Stegmayer
{PAGE}
Exhibit A to
_____________
CAVCO INDUSTRIES, – and Chief
Financial Officer
---------------------------
ACCEPTED:
-----------------------
Grantee: Joseph H. Stegmayer
{PAGE}
Exhibit A to Restricted Stock Award Agreement,
dated as of July 7, 2003
CAVCO INDUSTRIES, INC.
DESIGNATION OF BENEFICIARY
I, Joseph H. Stegmayer (the "Grantee"), hereby declare that
upon my death ____________________________________ (the "Beneficiary") who
resides at
----------------------------------------------------------------------,
_____________
dt 220630
;
| Joseph H. Stegmayer
|
Preview
Full Doc
| 2004 |
Performance Unit Agreement
Performance Unit Agreement (19K)
Doc #192780: Click preview link for longer preview.
For Persons With a Change of Control Agreement
ROCKWELL COLLINS, INC.
PERFORMANCE UNIT AGREEMENT
[Date]
Target Payment:
PERSONAL AND CONFIDENTIAL
[Name]
Identification # (SSN or Employee #)
Dear [Nickname]:
We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries (Rockwell Collins or the Company), you have been granted a performance unit award payable in a lump sum amount in cash and/or in stock (as defined in paragraph 4) under the Rockwell Collins 2001 Long-Term Incentives Plan (the Plan). Any payout of your performance unit is based on the achievement by Rockwell Collins of the goals for Cumulative Sales and Return on Sales for its fiscal years of 2004 through 2006 (the Performance Period) as set forth in the matrix attached as Exhibit A (the Matrix). Any payout based on performance pursuant to the Matrix is to be further adjusted based on Shareowners Return as specified below. The terms and conditions of your award are as set forth in more detail below.
1. Confirmation of Award. Together with any letter transmitting this document to you, this performance unit agreement (this Agreement) confirms your award in accordance with the terms as set forth herein.
2. Amount Payable Pursuant to Award. Subject to the provisions of paragraphs 5 through 12, the amount payable to you pursuant to your award shall be determined as follows:
(a) The percentage of target award earned will be the percentage found at the intersection in the Matrix of the final results achieved for Cumulative Sales and for Return on Sales for the Performance Period (as determined pursuant to paragraph 3).
(b) If the final results achieved for the Performance Period fall between the levels of performance specified in the Matrix, the percentage of target award payable will be interpolated consistent with the range in which the Cumulative Sales and Return on Sales falls as conclusively determined by the Committee (as defined below).
(c) No amount shall be payable for the Performance Period if the Cumulative Sales or Return on Sales (as determined pursuant to paragraph 3) for the Performance Period is less than the minimum level for the Performance Period as indicated in the Matrix.
(d) The payment as determined for achievement against goals for Cumulative Sales and for Return on Sales for the Performance Period will be further adjusted for the Companys Total Shareowners Return performance (as determined pursuant to paragraph 3) relative to the 10 peer companies listed on Exhibit B. If relative performance is among the top 3 of the peer companies, the payment will be adjusted upward by 20%. If relative performance is among the middle 4 of the peer companies, there will be no adjustment to the payment. If relative performance is among the lowest 3 of the peer companies, the payment will be reduced by 20%.
Subject to the provisions of paragraphs 5 through 12, the amount payable to you pursuant to this performance award with respect to the Performance Period shall be paid in a lump sum, less applicable taxes, by Rockwell Collins as soon as practicable after the end of the Performance Period and after receipt of the accountants letter for the Performance Period pursuant to paragraph 13.
192780
|
Rockwell Collins
As referenced in this Performance Unit Agreement:
ROCKWELL COLLINS, – PERFORMANCE UNIT AGREEMENT
Exhibit 10-p-5
For Persons With a Change of Control Agreement
ROCKWELL COLLINS, INC.
PERFORMANCE UNIT AGREEMENT
[Date]
Target Payment:
PERSONAL AND CONFIDENTIAL
[Name]
Identification # (SSN or
Rockwell Collins, – or Employee #)
Dear [Nickname]:
We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries (Rockwell Collins or the Company), you have been granted a
(Rockwell Collins – pleased to confirm that, as a key employee of Rockwell Collins, Inc. and its subsidiaries (Rockwell Collins or the Company), you have been granted a performance unit award payable in a lump
Rockwell Collins – sum amount in cash and/or in stock (as defined in paragraph 4) under the Rockwell Collins 2001 Long-Term Incentives Plan (the Plan). Any payout of your performance unit is based
Rockwell Collins – Plan (the Plan). Any payout of your performance unit is based on the achievement by Rockwell Collins of the goals for Cumulative Sales and Return on Sales for its fiscal years of
dt 28416
| |
Preview
Full Doc
| 2001 |
Early Retirement Agreement
Early Retirement Agreement (31K)
Doc #215777: Click preview link for longer preview.
EARLY RETIREMENT AGREEMENT
EARLY RETIREMENT AGREEMENT (this "Agreement"), dated as of July 3,
2001, by and between Honeywell International, Inc., a Delaware corporation (the
"Company"), and Michael R. Bonsignore ("Executive").
WHEREAS, Executive has expressed his intention to retire from
employment with the Company and, in connection with his retirement, the Company
and Executive have determined to settle all of their respective rights and
obligations in respect of his Employment Agreement (as defined below) and other
matters pertaining to Executive's services with the Company;
NOW, THEREFORE, in consideration of their mutual promises, the Company
and Executive agree as follows:
1. Retirement and Resignation. Effective as of the date hereof (the
"Effective Date"), the Executive shall retire from active employment and hereby
resigns, effective as of the Effective Date, (i) as Chairman of the Board of
Directors and Chief Executive Officer of the Company and (ii) from employment
with and as a member of the Board of Directors of the Company and each of its
subsidiaries and affiliates.
2. Provision of Consulting Services. During the period beginning on the
Effective Date and continuing until the second anniversary of the Effective Date
(the "Consulting Period"), the Executive shall provide consulting services
commensurate with his status and experience with respect to matters related to
strategic acquisitions as shall be reasonably requested from time to time by the
Chairman of the Board of Directors of the Company. The Executive shall provide
consulting services to Company as needed and when reasonably requested, provided
that, without his prior consent, Executive shall not be required to devote more
than 50 hours in any calendar month to the performance of any consulting
services hereunder. The Executive shall determine the time and location at which
he shall perform such services, subject to the right of the Company to
reasonably request by advance written notice that such services be performed at
a specific time and at a specific location. The Executive shall honor any such
request unless he has a conflicting business commitment that would preclude him
from performing such services at the time and/or place requested by the Company,
and in such circumstances shall make reasonable efforts to arrange a mutually
satisfactory alternative. The Company shall use its reasonable best efforts not
to require the performance of consulting services in any manner that
unreasonably interferes with any other business activity of the Executive.
3. Cancellation of the Employment Agreement. The Executive and the
Company are parties to an Employment Agreement (the "Employment
1
{PAGE}
Agreement"), dated and effective as of December 1, 1999. The term of the
Employment Agreement would have expired December 31, 2004. The Employment
Agreement is hereby canceled and the parties shall have no further obligations
to each other thereunder except as specifically provided in this Agreement.
4. Unpaid Accrued Benefits. The Company shall promptly pay to the
Executive any portion of the Executive's base salary, and accrued but unused
vacation, through the Effective Date that has not yet been paid. The Executive
shall receive second quarter 2001 dividends with respect to his Restricted Units
(as defined in the Employment Agreement). In addition, Executive shall be paid,
at the time annual cash bonuses are paid to other senior executive officers of
the Company in accordance with the Company's Incentive Compensation Plan for
Executive Employees, a prorated annual cash bonus in an amount equal to the
product of (i) the annual cash bonus that would have been payable to Executive
for 2001 under such plan had Executive not terminated his employment with the
Company based solely on the Company's performance factor (and without regard to
any other adjustment permitted under such plan) times (ii) a fraction, the
numerator of which is the number of days during 2001 prior to and including the
date of Executive's retirement in accordance with Section 1, and the denominator
of which is 365. The Company shall also pay or provide to the Executive all
compensation and benefits due and payable to the Executive, or as to which the
Executive has vested rights (including, without limitation, rights as a retiree
of the Company based on his age and service), in accordance with the terms and
conditions of the Company's compensation and benefit plans, programs or
arrangements as in effect immediately prior to the Effective Date (except as
otherwise expressly provided in the Agreement).
5. Retirement Benefits.
(a) Separation Payment. Executive shall be entitled to a separation
payment (the "Separation Payment") in an amount equal to three times the sum of
his annual base salary, as in effect immediately prior to the Effective Date,
plus his Minimum Target Bonus (as defined in the Employment Agreement). The
Separation Payment shall be paid in one lump-sum payment on January 2, 2002 (the
sum of Executive's annual base salary and Minimum Target Bonus is hereafter
referred to as his "Annual Cash Compensation").
(b) SERP Benefit.
(i) Subject to the terms and conditions set forth herein, the
Executive shall receive a supplemental retirement benefit (the "SERP
Benefit"), in the form of an unreduced 100% joint and survivor annuity
for his life and that of his current spouse, with the annual benefit
equal to (1) the product of (A) 70% times (B) the Executive's Annual
Cash Compensation reduced by (2) the actuarial equivalent value of the
aggregate annual vested benefit (expressed as a life annuity commencing
215777
|
Honeywell Int'l
As referenced in this Early Retirement Agreement:
honeywell international, – AGREEMENT
EARLY RETIREMENT AGREEMENT (this "Agreement"), dated as of July 3,
2001, by and between Honeywell International, Inc., a Delaware corporation (the
"Company"), and Michael R. Bonsignore ("Executive").
WHEREAS, Executive has
honeywell international, – postage prepaid,
addressed as follows:
8
{PAGE}
If to the Executive:
-----------------------------
-----------------------------
-----------------------------
If to the Company:
Honeywell International, Inc.
101 Columbia Road
Morristown, NJ 07962
Attention: General Counsel
or to such other
honeywell international, – its name on its behalf, all as of the day and year
first above written.
Honeywell International, Inc.
[Seal]
Attest:
/s/ Peter M. Kreindler By: /s/ Robert P. Luciano
---------------------- ---------------------
Peter M.
dt 15087
;
| Michael R. Bonsignore
|
Preview
Full Doc
| 2004 |
Key Executive Retention Bonus Agreement
Key Executive Retention Bonus Agreement (5K)
Doc #220229: Click preview link for longer preview.
Key Executive Retention Bonus Agreement
The purpose of this agreement between Lockheed Martin Corporation Space Systems Company (the Business Unit) and C. Thomas Marsh (the Executive) is to provide for continuity of management and the success of business operations during a period of substantial change by ensuring the commitment of the Executive to continue to serve diligently in his present assignment for a two-year period. The bonus herein provided is intended to be consideration for the performance and satisfaction of the criteria set forth in Paragraph 2 by the personal services of the Executive himself, and these criteria cannot be satisfied by the services of any other employee. This Agreement may not be assigned or applied to any other employee, including any successor to the Executive.
1. Term of Agreement
This agreement will be in effect from the date of execution through December 31, 2003, unless terminated earlier in accordance with Paragraph 5 or 6.
2. Criteria for Bonus Payment
The executive will be eligible for payments under this agreement if:
220229
| | C. Thomas Marsh
|
Preview
Full Doc
| 2002 |
Employee Benefits Agreement
Employee Benefits Agreement (26K)
Doc #235415: Click preview link for longer preview.
EMPLOYEE BENEFITS AGREEMENT
THIS EMPLOYEE BENEFITS AGREEMENT ("Agreement"), dated as of August 5,, 2002, is by and between THE TITAN CORPORATION ("TITAN") and SUREBEAM CORPORATION ("SUREBEAM").
WHEREAS, TITAN and SUREBEAM have entered into certain other agreements that will govern certain matters relating to the tax-free spin-off of SUREBEAM Class A Common Stock from TITAN (the Spin-off) and the distribution of the SUREBEAM stock to TITAN stockholders (Distribution), and the relationship of TITAN and SUREBEAM and their respective Subsidiaries following such Spin-Off and Distribution; and
WHEREAS, prior to the Distribution, SUREBEAM has operated as a separate company with its own employees who have participated in TITAN health and welfare plans.
WHEREAS, TITAN and SUREBEAM have agreed to enter into this Agreement allocating assets, liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs between them.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
DEFINITIONS
For purposes of this Agreement the following terms shall have the following meanings:
Affiliate means with respect to any other Person, a Person that controls, is controlled by, or is under common control with, such other Person.
Close Of The Distribution Date means 11:59:59 P.M., Pacific Standard Time or Pacific Daylight Time (whichever shall then be in effect), on the Distribution Date.
COBRA means the continuation coverage requirements for "group health plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and ERISA Sections 601 through 608.
Code means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary, or final regulation in force under that provision.
Distribution Date means August 5, 2002.
DOL means the United States Department of Labor.
ERISA means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary, or final regulation in force under that provision.
FMLA means the Family and Medical Leave Act of 1993, as amended.
Health and Welfare Plans, when immediately preceded by "TITAN," means the health and welfare plans established and maintained by TITAN for the benefit of employees of TITAN and certain TITAN Entities, and such other health and welfare plans or programs as may apply to such employees as of the Distribution Date. When immediately preceded by "SUREBEAM," Health and Welfare Plans means the health and welfare plans to be established by SUREBEAM effective July 1, 2002 as set forth in this Agreement.
IRS means the Internal Revenue Service.
SUREBEAM 401(k) Plan means the SUREBEAM CORPORATION 401(k) Plan to be established by SUREBEAM effective on August 1, 2002, as a qualified defined contribution plan under ERISA and the Code.
SUREBEAM Entity means any Person that is, at the relevant time, an Affiliate of SUREBEAM, except that the term SUREBEAM Entity shall not include TITAN or a TITAN Entity.
SUREBEAM Individual means any individual who was an employee of SUREBEAM on or before the Distribution Date or is an employee of TITAN or a TITAN Entity who receives an offer of employment from SUREBEAM or a SUREBEAM Entity on or before the Distribution Date with employment to commence after the Distribution Date and who accepts such offer.
Medical Plan, when immediately preceded by "TITAN," means the TITAN Flexible Benefits Plan for Employees. When immediately preceded by "SUREBEAM," Medical Plan means the medical plan to be established by SUREBEAM effective no later than July 1, 2002 as identified on Exhibit A hereto.
Non-Employee Director, when immediately preceded by "TITAN," means a member of TITAN's Board of Directors who is not an employee of TITAN or a TITAN Entity. When immediately preceded by "SUREBEAM," Non- Employee Director means a member of SUREBEAM's Board of Directors who is not an employee of SUREBEAM or a SUREBEAM Entity.
235415
| |
Titan
As referenced in this Employee Benefits Agreement:
TITAN CORP – EE Benefits
EX-10.3 5 eebenefits.htm EE BENEFITS
EMPLOYEE BENEFITS AGREEMENT
BETWEEN
THE TITAN CORP ORATION
AND
SUREBEAM CORPORATION
August 5, 2002
EMPLOYEE BENEFITS AGREEMENT
THIS EMPLOYEE BENEFITS AGREEMENT ("Agreement"),
TITAN CORP – EMPLOYEE BENEFITS AGREEMENT ("Agreement"), dated as of August 5,, 2002, is by and between THE TITAN CORP ORATION ("TITAN") and SUREBEAM CORPORATION ("SUREBEAM").
WHEREAS, TITAN and SUREBEAM have entered into certain other
TITAN CORP – mail or private express mail, postage prepaid, addressed as follows:
If to TITAN, to: THE TITAN CORP ORATION .
3033 Science Park Road
San Diego, CA 92121
Attn: President
With a copy to
TITAN CORP – Agreement to be duly executed as of the day and year first above written.
THE TITAN CORP ORATION:
By:
Name:
Title:
SUREBEAM CORPORATION:
By:
Name:
Title:
EXHIBIT A
SUREBEAM BENEFIT PLANS
Effective
dt 47563
|
Preview
Full Doc
| 2004 |
Employee Benefits Agreement
Employee Benefits Agreement (34K)
Doc #240954: Click preview link for longer preview.
EMPLOYEE BENEFITS AGREEMENT
EMPLOYEE BENEFITS AGREEMENT (the "Agreement") dated as of October 31, 1997 by
and between WESTERN ATLAS Inc., a Delaware corporation ("WESTERN ATLAS") and
UNOVA, Inc., a Delaware corporation ("UNOVA"), which, as of the date hereof, is
a direct, wholly-owned subsidiary of WESTERN ATLAS.
WHEREAS, the Board of Directors of WESTERN ATLAS has decided to distribute all
of the stock of UNOVA to the shareholders of WESTERN ATLAS in a transaction
intended to qualify under Section 355 of the Code (the "Distribution");
WHEREAS, Western Atlas and UNOVA are entering into a Distribution and Indemnity
Agreement (the "Distribution Agreement") which, among other things, together
with the annexes to the Distribution Agreement, sets forth the principal
corporate transactions required to effect the Distribution and sets forth other
agreements that will govern certain other matters following the Distribution;
and
WHEREAS, in connection with the Distribution, Western Atlas and UNOVA desire to
provide for the allocation of assets and liabilities and other matters relating
to employee benefit plans and compensation arrangements;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained in this Agreement, Western Atlas and UNOVA agree as follows:
Section 1. DEFINITIONS.
Terms used but not defined in this Agreement shall have the meanings set forth
in the Distribution Agreement. As used in this Agreement the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the term defined):
AFFILIATE: with respect to a Person, any Person controlled by, controlling or
under common control with such Person.
BENEFIT PLAN: any Plan, existing on or prior to the Distribution Date
{PAGE}
Page 2
which was established by any member of the Western Atlas Group or the UNOVA
Group, or any predecessor or Affiliate of any of the foregoing, to which any
member of the Western Atlas Group or the UNOVA Group contributes, has
contributed, is required to contribute or has been required to contribute, or
under which any employee, former employee, director or former director of any
member of the Western Atlas Group or the UNOVA Group or any beneficiary thereof
is covered, is eligible for coverage or has benefits rights.
CODE: the Internal Revenue Code of 1986, as amended.
CURRENT PLAN YEAR: the plan year during which the Distribution Date occurs.
DISTRIBUTION DATE: the date on which the Distribution is effected.
ERISA: the Employee Retirement Income Security Act of 1974, as amended.
EXISTING RETIREMENT PLANS: the Western Atlas Inc. Retirement Plan, the Landis
Tool Pension Plan and the Retirement Plan of the von Gal Operations of Western
Atlas Inc.
GROUP: the Western Atlas Group or the UNOVA Group.
LIABILITY: any debt, liability or obligation, whether absolute or contingent,
matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or
unknown, whenever arising, and whether or not the same would properly be
reflected on a balance sheet, and all costs and expenses related thereto.
NONQUALIFIED PLAN: any Plan that provides retirement benefits and is not
intended to qualify under Section 401(a) of the Code.
PERSON: an individual, a partnership, a joint venture, a corporation, a limited
liability company, a trust, an unincorporated organization or a government or
any department or agency thereof.
PLAN: any bonus, incentive compensation, deferred compensation, pension, profit
sharing, retirement, stock option, stock purchase, stock ownership, stock
appreciation rights, phantom stock, leave of absence, layoff, vacation, day or
dependent care, legal services, cafeteria, life, health (including medical,
dental and vision care), accident, disability, severance, pay in lieu of notice,
separation, workers' compensation, travel or other employee benefit
240954
|
UNOVA
As referenced in this Employee Benefits Agreement:
UNOVA, – EMPLOYEE BENEFITS AGREEMENT (the "Agreement") dated as of October 31, 1997 by
and between WESTERN ATLAS Inc., a Delaware corporation ("WESTERN ATLAS") and
UNOVA, Inc., a Delaware corporation ("UNOVA"), which, as of the date hereof, is
a direct, wholly-owned subsidiary of WESTERN ATLAS.
WHEREAS, the
_____________
"UNOVA" – dated as of October 31, 1997 by
and between WESTERN ATLAS Inc., a Delaware corporation ("WESTERN ATLAS") and
UNOVA, Inc., a Delaware corporation ("UNOVA" ), which, as of the date hereof, is
a direct, wholly-owned subsidiary of WESTERN ATLAS.
WHEREAS, the Board of Directors of WESTERN
_____________
UNOVA – wholly-owned subsidiary of WESTERN ATLAS.
WHEREAS, the Board of Directors of WESTERN ATLAS has decided to distribute all
of the stock of UNOVA to the shareholders of WESTERN ATLAS in a transaction
intended to qualify under Section 355 of the Code (the "Distribution");
WHEREAS, Western Atlas
_____________
UNOVA – the shareholders of WESTERN ATLAS in a transaction
intended to qualify under Section 355 of the Code (the "Distribution");
WHEREAS, Western Atlas and UNOVA are entering into a Distribution and Indemnity
Agreement (the "Distribution Agreement") which, among other things, together
with the annexes to the Distribution Agreement,
_____________
UNOVA – sets forth other
agreements that will govern certain other matters following the Distribution;
and
WHEREAS, in connection with the Distribution, Western Atlas and UNOVA desire to
provide for the allocation of assets and liabilities and other matters relating
to employee benefit plans and compensation arrangements;
NOW, THEREFORE,
_____________
dt 227668
;
| Western Atlas Inc.
|
Preview
Full Doc
| 2000 |
Supplemental Retirement Benefit Agreement
Supplemental Retirement Benefit Agreement (26K)
Doc #326256: Click preview link for longer preview.
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
AGREEMENT made as of the __ day of ____, by and between Curtiss-Wright
Corporation (together with its subsidiaries and affiliates, "the Company") and
_________ ("the Executive").
Whereas, the Company has employed the Executive in positions of substantial
responsibility for many years; and
Whereas, the Executive has made material contributions to the success of the
Company; and
Whereas, the Company wishes to reward the Executive for his contributions to its
success, to provide an incentive for the Executive to remain in employment with
the Company, by providing special supplemental retirement benefits for the
Executive under the terms and conditions set forth herein, and to secure the
covenant of the Executive not to compete with the Company following his
retirement from the employment of the Company; and
Whereas, the Executive wishes to receive the benefits provided pursuant to this
Agreement and expressly recognizes that such benefits constitute adequate
consideration for the covenants herein made; and
Whereas, the Board of Directors of the Company, having been fully advised, has
approved the benefits to be provided pursuant to this Agreement, upon the
conditions specified herein,
Now, therefore, in consideration of the premises and the mutual covenants set
forth herein, the Company and the Executive hereby agree as follows:
1. Term of Agreement:
(a) The term of this Agreement shall be ______ year(s), which term shall
commence as of the date first set forth above.
(b) The Company and the Executive may, by mutual agreement in writing, extend
the term of this Agreement from year to year. Failure to extend this
Agreement shall have no effect on the rights and obligations of the parties
that arose during the initial term of this Agreement or during any earlier
extension. For all purposes hereunder, the phrase "term of this Agreement"
shall include any extension of the initial term that is agreed to pursuant
to this paragraph.
2. Amount of Supplemental Retirement Benefits:
(a) Upon his retirement from the employment of the Company, and subject to
the provisions of Sections 6 through 9, inclusive, the Executive shall
receive a monthly supplemental retirement benefit equal to the product of:
(i) $_____ and (ii) the number of full years of his employment with the
Company during the term of this Agreement. Such supplemental retirement
benefits shall be payable for the period described in Section 2(b). For
purposes of this Section 2(a), the term "full year of employment during the
term of this Agreement" shall mean each period of 12 consecutive calendar
months beginning on the date first set forth above (and each anniversary
thereof) and ending on the next anniversary of such date, during which the
Executive was continuously employed by the Company.
(b) The monthly supplemental retirement benefits described in Section 2(a)
shall commence in the month following the month of the Executive's
retirement and shall continue to be paid each month, for a period of
fifteen (15) years, provided, however, that no benefits will be paid for
{PAGE}
any period subsequent to the Executive's death, unless he has made an
election pursuant to Section 3(b) or unless benefits are payable in
accordance with Section 4 on account of his death while in the active
employment of the Company.
(c) The supplemental retirement benefits described in Section 2(a) shall be
payable in addition to any benefit payable to the Executive from any other
qualified or nonqualified retirement plan or deferred compensation
arrangement maintained by the Company, including, without limitation, the
Curtiss-Wright Corporation Retirement Plan ("the Retirement Plan"), the
Curtiss-Wright Corporation Savings and Investment Plan, the Curtiss-Wright
Corporation Retirement Benefits Restoration Plan, the Curtiss-Wright
Corporation 1995 Long-Term Incentive Plan, and the Curtiss-Wright
Corporation Executive Deferred Compensation Plan.
3. Optional Forms of Payment of Supplemental Retirement Benefits:
(a) In lieu of the monthly payments described in Sections 2(a) and 2(b), the
Executive may elect to receive his supplemental retirement benefits in a
lump sum. The lump sum payable pursuant to this paragraph shall be the
actuarial equivalent of the monthly payments described in Sections 2(a) and
2(b), determined on the basis of the 1983 Group Annuity Mortality Table
using a fixed blend of 50% of the male and 50% of the female mortality
rates ("the Applicable Mortality Table"), and the interest rate in effect
for the first month in which monthly benefits would be payable under
Sections 2(a) and 2(b), for the purpose of determining lump sum payments
under the Retirement Plan, in accordance with Section 417(e) of the
Internal Revenue Code ("the Applicable Interest Rate"). In the event that
the Executive elects to receive his supplemental retirement benefits in a
lump sum, no further payments shall be made pursuant to this Agreement, but
the Executive shall remain subject to the provisions of Sections 7 and 8 of
this Agreement.
(b) In lieu of the monthly payments described in Sections 2(a) and 2(b), the
Executive may elect to receive his supplemental retirement benefits under a
326256
| | |
Preview
Full Doc
| 2003 |
Stock Grant Agreement
Stock Grant Agreement (7K)
Doc #343444: Click preview link for longer preview.
STOCK GRANT AGREEMENT
PURSUANT TO THE
BBJ ENVIRONMENTAL TECHNOLOGIES, INC.
2000 EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN,
AS AMENDED
THIS STOCK GRANT AGREEMENT (this "Agreement"), made on the 27th day of
January, 2003, by and between BBJ Environmental Technologies, Inc., a
Nevada corporation (the "Company"), and Jean Caillet (the "Grantee").
1. Grant of Common Stock. Subject to the terms and conditions
of this Agreement and those set forth in the BBJ Environmental
Technologies, Inc. 2000 Employee Benefit and Consulting Services
Compensation Plan, as amended (the "Plan"), the Company, with the
approval and at the direction of its Board of Directors, hereby grants
to Grantee an award ("Award") of a total of Three Hundred Thousand
(300,000) shares of common stock, $0.001 par value per share (the
"Common Stock"), of the Company for the services provided by the
Grantee to the Company as more fully described in the Consulting
Agreement, dated effective January 1, 2003 by and between the Grantee
and the Company (the "Consulting Agreement"). Capitalized terms not
otherwise defined in this Agreement shall have the meaning ascribed to
them in the Plan.
2. Resale of Common Stock; Legend. The Common Stock subject
to the Award granted to the Grantee pursuant to this Agreement has
been registered pursuant to a Registration Statement on Form S-8
(Registration Statement No. 333-90700), which has been declared
effective by the Securities and Exchange Commission. Notwithstanding
the foregoing, for so long as the Grantee shall be an "affiliate" of
the Company as defined under Rule 144 promulgated under the 1933 Act:
(a) the Common Stock shall be subject to the restrictions on transfer
set forth in Rule 144 applicable to an "affiliate" as defined under
Rule 144, and (b) the Common Stock may not be sold, exchanged,
assigned, transferred or permitted to be transferred, whether
voluntarily, involuntarily or by operation of law, delivered,
encumbered, discounted, hypothecated or otherwise disposed of until an
Opinion of Counsel, satisfactory to the Company, has been received by
the Company, which opinion establishes that the transfer or resale of
the Common Stock may be made by the Grantee in compliance with Rule
144. The stock certificates evidencing the Common Stock acquired by
the Grantee pursuant to this Award shall bear the following legend:
343444
|
BBJ
As referenced in this Stock Grant Agreement:
BBJ ENVIRONMENTAL TECHNOLOGIES, INC – {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}6
{FILENAME}jan278k-ex104.txt
{TEXT}
[EXHIBIT 10.4]
STOCK GRANT AGREEMENT
PURSUANT TO THE
BBJ ENVIRONMENTAL TECHNOLOGIES, INC .
2000 EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN,
AS AMENDED
THIS STOCK GRANT AGREEMENT (this "Agreement"), made on the 27th day of
_____________
BBJ Environmental Technologies, Inc – CONSULTING SERVICES COMPENSATION PLAN,
AS AMENDED
THIS STOCK GRANT AGREEMENT (this "Agreement"), made on the 27th day of
January, 2003, by and between BBJ Environmental Technologies, Inc ., a
Nevada corporation (the "Company"), and Jean Caillet (the "Grantee").
1. Grant of Common Stock. Subject to the terms and conditions
of
_____________
BBJ Environmental
Technologies, Inc – Caillet (the "Grantee").
1. Grant of Common Stock. Subject to the terms and conditions
of this Agreement and those set forth in the BBJ Environmental
Technologies, Inc . 2000 Employee Benefit and Consulting Services
Compensation Plan, as amended (the "Plan"), the Company, with the
approval and at the direction of
_____________
BBJ ENVIRONMENTAL TECHNOLOGIES, INC – or order, entered against the
other party by the Florida Courts.
[Rest of Page Intentionally Left Blank; Signatures on Following Page]
2
{PAGE}
BBJ ENVIRONMENTAL TECHNOLOGIES, INC .
a Nevada corporation
By:/s/ Robert G. Baker
------------------------------
Name: Robert G. Baker
----------------------------
Title: Chairman & CEO
---------------------------
The Grantee acknowledges receipt of a copy
_____________
dt 690031
| |
Preview
Full Doc
| 2002 |
Success Bonus Agreement
Success Bonus Agreement (5K)
Doc #353128: Click preview link for longer preview.
SUCCESS BONUS AGREEMENT
This Success Bonus Agreement (the "Agreement") is entered into by and
between Jim Perry (the "Employee") and United Industrial Corporation, a Delaware
corporation having an address at 570 Lexington Avenue, New York, New York 10022
(hereafter called "Company") and together with the Employee, the "Parties"),
dated as of the 10th day of April, 2002 (the "Effective Date").
For mutual consideration, the adequacy of which is hereby acknowledged,
the Parties hereby agree as follows:
1. In addition to, and supplementary to, any other compensation or
353128
| | Jim Perry
|
Preview
Full Doc
| 2002 |
Success Bonus Agreement
Success Bonus Agreement (4K)
Doc #353129: Click preview link for longer preview.
SUCCESS BONUS AGREEMENT
This Success Bonus Agreement (the "Agreement") is entered into by and
between RW Worthing (the "Employee") and United Industrial Corporation, a
Delaware corporation having an address at 570 Lexington Avenue, New York, New
York 10022 (hereafter called "Company") and together with the Employee, the
"Parties"), dated as of the 10th day of April, 2002 (the "Effective Date").
For mutual consideration, the adequacy of which is hereby acknowledged,
the Parties hereby agree as follows:
1. In addition to, and supplementary to, any other compensation or
353129
| | RW Worthing
|
Preview
Full Doc
| 2004 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (20K)
Doc #354780: Click preview link for longer preview.
CAVCO INDUSTRIES, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT ("Award Agreement") is
made as of the 7th day of July, 2003, by and between Cavco Industries, Inc., a
Delaware corporation (the "Company"), and Joseph H. Stegmayer (the "Grantee").
The Company and the Grantee therefore agree as follows:
1. GRANT OF RESTRICTED STOCK. Effective as of July 7, 2003
(the "Grant Date"), the Company has awarded to . . .
354780
|
Cavco Industries
As referenced in this Restricted Stock Award Agreement:
CAVCO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}6
{FILENAME}p69164exv10w4.txt
{DESCRIPTION}EX-10.4
{TEXT}
{PAGE}
EXHIBIT 10.4
CAVCO INDUSTRIES, INC .
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT ("Award Agreement") is
made as of the 7th day of July, 2003, by and between Cavco Industries, Inc., a
Delaware
_____________
Cavco Industries, Inc – EXHIBIT 10.4
CAVCO INDUSTRIES, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT ("Award Agreement") is
made as of the 7th day of July, 2003, by and between Cavco Industries, Inc ., a
Delaware corporation (the "Company"), and Joseph H. Stegmayer (the "Grantee").
The Company and the Grantee therefore agree as follows:
1. GRANT OF RESTRICTED STOCK. Effective as of July
_____________
Cavco Industries, Inc – the Company with
respect to this Award Agreement shall be in writing and shall be delivered
personally or by first class mail, postage prepaid and addressed, to the
following address:
Cavco Industries, Inc .
Attention: Secretary
1001 North Central
Suite 800
Phoenix, Arizona 85004
Any notice or other communication to the Grantee with respect to this Award
Agreement shall be in writing and
_____________
CAVCO INDUSTRIES, INC – shall signify acceptance
of the terms and conditions of this Award Agreement by signing in the space
provided at the end hereof and returning an executed copy to the Company.
CAVCO INDUSTRIES, INC .
By: /s/ Sean K. Nolen
------------------------------------
Name: Sean K. Nolen
Title: Vice President and Chief
Financial Officer
6
{PAGE}
ACCEPTED:
/s/ Joseph H. Stegmayer
-----------------------------------------
Grantee: Joseph H. Stegmayer
7
{PAGE}
_____________
CAVCO INDUSTRIES, INC – and Chief
Financial Officer
6
{PAGE}
ACCEPTED:
/s/ Joseph H. Stegmayer
-----------------------------------------
Grantee: Joseph H. Stegmayer
7
{PAGE}
Exhibit A to Restricted Stock Award Agreement,
dated as of July 7, 2003
CAVCO INDUSTRIES, INC .
DESIGNATION OF BENEFICIARY
I, Joseph H. Stegmayer (the "Grantee"), hereby declare that
upon my death (the "Beneficiary") who resides at
---------------------------------
-------------------------------------------------------------------------------,
Street Address City State Zip Code
and is my ,
_____________
dt 1543385
| |
Preview
Full Doc
| 2003 |
Restricted Stock Award Agreement
Restricted Stock Award Agreement (20K)
Doc #354796: Click preview link for longer preview.
CAVCO INDUSTRIES, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT ("Award Agreement") is
made as of the 7th day of July, 2003, by and between Cavco Industries, Inc., a
Delaware corporation (the "Company"), and Joseph H. Stegmayer (the "Grantee").
The Company and the Grantee therefore agree as follows:
1. GRANT OF RESTRICTED STOCK. Effective as of July 7, 2003
(the "Grant Date"), the Company has awarded to . . .
354796
|
Cavco Industries
As referenced in this Restricted Stock Award Agreement:
CAVCO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}3
{FILENAME}d07196exv4w4.txt
{DESCRIPTION}FORM OF RESTRICTED STOCK AWARD
{TEXT}
{PAGE}
EXHIBIT 4.4
CAVCO INDUSTRIES, INC .
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT ("Award Agreement") is
made as of the 7th day of July, 2003, by and between Cavco Industries, Inc., a
Delaware
_____________
Cavco Industries, Inc – EXHIBIT 4.4
CAVCO INDUSTRIES, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT ("Award Agreement") is
made as of the 7th day of July, 2003, by and between Cavco Industries, Inc ., a
Delaware corporation (the "Company"), and Joseph H. Stegmayer (the "Grantee").
The Company and the Grantee therefore agree as follows:
1. GRANT OF RESTRICTED STOCK. Effective as of July
_____________
Cavco Industries, Inc – the Company with
respect to this Award Agreement shall be in writing and shall be delivered
personally or by first class mail, postage prepaid and addressed, to the
following address:
Cavco Industries, Inc .
Attention: Sean K. Nolen
1001 North Central
Suite 800
Phoenix, Arizona 85004
Any notice or other communication to the Grantee with respect to this Award
Agreement shall be in
_____________
CAVCO INDUSTRIES, INC – shall signify acceptance
of the terms and conditions of this Award Agreement by signing in the space
provided at the end hereof and returning an executed copy to the Company.
CAVCO INDUSTRIES, INC .
By:
----------------------------------
Name: Sean K. Nolen
---------------------------
Title: Vice President and Chief
Financial Officer
---------------------------
ACCEPTED:
-----------------------
Grantee: Joseph H. Stegmayer
{PAGE}
Exhibit A to Restricted Stock Award Agreement,
dated as of July
_____________
CAVCO INDUSTRIES, INC – Name: Sean K. Nolen
---------------------------
Title: Vice President and Chief
Financial Officer
---------------------------
ACCEPTED:
-----------------------
Grantee: Joseph H. Stegmayer
{PAGE}
Exhibit A to Restricted Stock Award Agreement,
dated as of July 7, 2003
CAVCO INDUSTRIES, INC .
DESIGNATION OF BENEFICIARY
I, Joseph H. Stegmayer (the "Grantee"), hereby declare that
upon my death ____________________________________ (the "Beneficiary") who
resides at
----------------------------------------------------------------------,
Street Address City State Zip Code
and is
_____________
dt 1543390
| |
Preview
Full Doc
| 2001 |
Restricted Stock
Restricted Stock (6K)
Doc #361387: Click preview link for longer preview.
AGREEMENT FOR TRIUMPH GROUP, INC.
RESTRICTED STOCK
This agreement, by and between Triumph Group, Inc. (the "Company") and
Richard C. Ill (the "Participant"), is dated as of January 3, 2001.
ARTICLE I
Definitions
Unless otherwise defined above, for purposes of this term sheet, the
following terms shall have the following meanings:
1.1 "CHANGE OF CONTROL" shall mean the occurrence of any one of . . .
361387
|
Citicorp Venture
As referenced in this Restricted Stock:
Citicorp Venture Capital,
Ltd – the voting of shares of capital
stock of the Company representing 30% or more of the total voting power of the
Company (except with respect to any such ownership by Citicorp Venture Capital,
Ltd , individually or together with its affiliates, which ownership shall not
constitute a Change in Control), or
(b) The Company shall have merged into or consolidated with another
corporation, or
_____________
dt 1533436
;
|
Triumph Group
As referenced in this Restricted Stock:
TRIUMPH GROUP, INC – {DOCUMENT}
{TYPE}EX-10.13
{SEQUENCE}2
{FILENAME}a2050944zex-10_13.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.13
AGREEMENT FOR TRIUMPH GROUP, INC .
RESTRICTED STOCK
This agreement, by and between Triumph Group, Inc. (the "Company") and
Richard C. Ill (the "Participant"), is dated as of January 3, 2001.
ARTICLE I
Definitions
Unless
_____________
Triumph Group, Inc – EX-10.13
{SEQUENCE}2
{FILENAME}a2050944zex-10_13.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.13
AGREEMENT FOR TRIUMPH GROUP, INC.
RESTRICTED STOCK
This agreement, by and between Triumph Group, Inc . (the "Company") and
Richard C. Ill (the "Participant"), is dated as of January 3, 2001.
ARTICLE I
Definitions
Unless otherwise defined above, for purposes of this term sheet, the
_____________
TRIUMPH GROUP, INC – conditions relating to forfeiture as the Restricted Stock to which they relate.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
this 3rd day of January, 2001.
TRIUMPH GROUP, INC .
By: /s/ JOHN R. BARTHOLDSON
-----------------------
Name: John R. Bartholdson
Title: Senior Vice President, Chief
Financial Officer, Treasurer
/s/ RICHARD C. ILL
---------------------
Name: Richard C. Ill
{/TEXT}
{/DOCUMENT}
_____________
dt 1506019
|
Preview
Full Doc
| 2001 |
Restricted Stock
Restricted Stock (6K)
Doc #361388: Click preview link for longer preview.
AGREEMENT FOR TRIUMPH GROUP, INC.
RESTRICTED STOCK
This agreement, by and between Triumph Group, Inc. (the "Company") and John
R. Bartholdson (the "Participant"), is dated as of January 3, 2001.
ARTICLE I
Definitions
Unless otherwise defined above, for purposes of this term sheet, the
following terms shall have the following meanings:
1.1 "CHANGE OF CONTROL" shall mean the occurrence of any one of . . .
361388
|
Citicorp Venture
As referenced in this Restricted Stock:
Citicorp Venture Capital,
Ltd – the voting of shares of capital
stock of the Company representing 30% or more of the total voting power of the
Company (except with respect to any such ownership by Citicorp Venture Capital,
Ltd , individually or together with its affiliates, which ownership shall not
constitute a Change in Control), or
(b) The Company shall have merged into or consolidated with another
corporation, or
_____________
dt 1533437
;
|
Triumph Group
As referenced in this Restricted Stock:
TRIUMPH GROUP, INC – {DOCUMENT}
{TYPE}EX-10.14
{SEQUENCE}3
{FILENAME}a2050944zex-10_14.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.14
AGREEMENT FOR TRIUMPH GROUP, INC .
RESTRICTED STOCK
This agreement, by and between Triumph Group, Inc. (the "Company") and John
R. Bartholdson (the "Participant"), is dated as of January 3, 2001.
ARTICLE I
Definitions
Unless
_____________
Triumph Group, Inc – EX-10.14
{SEQUENCE}3
{FILENAME}a2050944zex-10_14.txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.14
AGREEMENT FOR TRIUMPH GROUP, INC.
RESTRICTED STOCK
This agreement, by and between Triumph Group, Inc . (the "Company") and John
R. Bartholdson (the "Participant"), is dated as of January 3, 2001.
ARTICLE I
Definitions
Unless otherwise defined above, for purposes of this term sheet, the
_____________
TRIUMPH GROUP, INC – conditions relating to forfeiture as the Restricted Stock to which they relate.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
this 3rd day of January, 2001.
TRIUMPH GROUP, INC .
By: /s/ RICHARD C. ILL
------------------
Name: Richard C. Ill
Title: President, Chief Executive
Officer
/s/ JOHN R. BARTHOLDSON
------------------------
Name: John R. Bartholdson
{/TEXT}
{/DOCUMENT}
_____________
dt 1506020
|