EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2014 • KLX Inc. • Aircraft & parts • Florida
This Employment Agreement (this “Agreement”) is made as of October 7, 2014, by and between KLX Inc., a Delaware corporation (the “Company”), and Roger M. Franks (the “Executive”). This Agreement shall become effective as of the Effective Date (as defined below) and if the Effective Date does not occur or the spin-off of the Company by B/E Aerospace, Inc., a Delaware corporation (“B/E”), is abandoned, this Agreement shall be null and void ab initio and will have no force or effect.
EMPLOYEE MATTERS AGREEMENT AMONG B/E AEROSPACE, INC., AND KLX INC. Dated as of [ ], 2014Employee Matters Agreement • November 13th, 2014 • KLX Inc. • Aircraft & parts • Delaware
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (“B/E”), and KLX INC., a corporation organized under the laws of the State of Delaware (“KLX”). Each of B/E and KLX is sometimes referred to herein as a “Party” and together, as the “Parties”.
LICENSE AGREEMENTLicense Agreement • November 13th, 2014 • KLX Inc. • Aircraft & parts
This License Agreement (the “AGREEMENT”) is made and executed effective this 28th day of July, 2008 (“EFFECTIVE DATE”), by and among HONEYWELL INTERNATIONAL INC., a Delaware corporation, acting through its HONEYWELL INTELLECTUAL PROPERTY INTERNATIONAL business unit (hereinafter “HONEYWELL”) and B/E Aerospace, Inc., a Delaware corporation (“LICENSEE” and together with HONEYWELL, the “PARTIES” and each a “PARTY”).
FORM OF TAX SHARING AND INDEMNIFICATION AGREEMENT BETWEEN B/E AEROSPACE, INC., AND KLX INC. DATED AS OF DECEMBER [ ], 2014Tax Sharing and Indemnification Agreement • November 13th, 2014 • KLX Inc. • Aircraft & parts • Delaware
IT SERVICES AGREEMENTIt Services Agreement • November 13th, 2014 • KLX Inc. • Aircraft & parts • Delaware
IT SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (“B/E”), and KLX INC., a corporation organized under the laws of the State of Delaware (“KLX”). Each of B/E and KLX is sometimes referred to herein as a “Party”, and together, as the “Parties”.
FORM OF TRANSITION SERVICES AGREEMENTForm of Transition Services Agreement • November 13th, 2014 • KLX Inc. • Aircraft & parts • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (“B/E”), and KLX INC., a corporation organized under the laws of the State of Delaware (“KLX”). Each of B/E and KLX is sometimes referred to herein as a “Party”, and together, as the “Parties”.
SEPARATION AND DISTRIBUTION AGREEMENT AMONG B/E AEROSPACE, INC., AND KLX INC. Dated as of [ ], 2014Separation and Distribution Agreement • November 13th, 2014 • KLX Inc. • Aircraft & parts • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [ ], 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (“B/E”), and KLX INC., a newly formed corporation organized under the laws of the State of Delaware (“KLX”) and directly wholly-owned by B/E. Each of B/E and KLX is sometimes referred to herein as a “Party” and together, as the “Parties”.
HONEYWELL INTERNATIONAL INC. LONG TERM CONTRACTLong Term Contract • November 13th, 2014 • KLX Inc. • Aircraft & parts • New York
This Long Term Contract (hereinafter, the “Contract”) is made and entered into as of July 28, 2008 (“Effective Date”) by and between BE Aerospace, Inc., a Delaware corporation (“Seller”) and Honeywell International Inc., a Delaware corporation, acting through its Aerospace business unit (“Honeywell” or “Buyer”).
