Name) Twin Disc, Inc. 1328 Racine Street Racine, WI 53403 3 11. Counterparts. This Agreement may be executed in any number of counterparts, which together shall constitute an original.Indemnity Agreement • August 2nd, 2005 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
RIGHTS AGREEMENT Dated as of December 20, 2007 between TWIN DISC, INCORPORATED and MELLON INVESTOR SERVICES LLC, as Rights AgentRights Agreement • December 20th, 2007 • Twin Disc Inc • General industrial machinery & equipment • New York
the Company having a value equal to two times the exercise price of the Right. However, rights are not exercisable as described in this paragraph until such time as the Rights are no longer redeemable by the Company as set forth below. Notwithstanding any of the foregoing, if any person becomes an Acquiring Person all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by an Acquiring Person will become null and void.
CREDIT AGREEMENT Dated as of April 22, 2016 among TWIN DISC, INCORPORATED as Borrower, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and BANK OF MONTREAL, as Administrative AgentCredit Agreement • April 26th, 2016 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
This CREDIT AGREEMENT (this “Agreement”) is entered into as of April 22, 2016, among TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Company” or the “Borrower”), EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and BANK OF MONTREAL, as Administrative Agent (the “Administrative Agent”) and as Letter of Credit Issuer and Swing Line Lender.
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • August 12th, 2020 • Twin Disc Inc • General industrial machinery & equipment
WHEREAS, the Company adopted a Long-Term Incentive Compensation Plan in 2018 (the “Plan”), whereby the Compensation and Executive Development Committee of the Board of Directors (the “Committee”) is authorized to award shares of common stock of the Company to officers and key employees carrying restrictions such as a prohibition against disposition and establishing a substantial risk of forfeiture; and
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 8th, 2022 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
THIS AGREEMENT is executed and entered into as of the 3rd day of August, 2022 (the “Effective Date”), by and between Twin Disc, Incorporated, a Wisconsin corporation, with its principal offices located at 1328 Racine Street, Racine, Wisconsin ("Corporation"), and _____________________ ("Employee").
PERFORMANCE STOCK AWARD GRANT AGREEMENTPerformance Stock Award Grant Agreement • August 12th, 2020 • Twin Disc Inc • General industrial machinery & equipment
THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and ________________________________ (the “Employee”) is dated this 6th day of August, 2020, to memorialize an award of performance stock of even date herewith.
1 CHANGE OF CONTROL SEVERANCE AGREEMENT THIS AGREEMENT is executed and entered into as of this ___ day of July, 2005, by and between Twin Disc, Incorporated, a Wisconsin corporation, with its principal offices located at 1328 Racine Street, Racine,...Change of Control Severance Agreement • August 2nd, 2005 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
1 PERFORMANCE STOCK AWARD GRANT AGREEMENT THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the "Agreement"), by and between TWIN DISC, INCORPORATED (the "Company") and __________________ (the "Employee") is dated this 28th day of July , 2005, to...Performance Stock Award Grant Agreement • August 2nd, 2005 • Twin Disc Inc • General industrial machinery & equipment
PERFORMANCE STOCK UNIT AWARD GRANT AGREEMENTPerformance Stock Unit Award Grant Agreement • August 5th, 2014 • Twin Disc Inc • General industrial machinery & equipment
THIS PERFORMANCE STOCK UNIT AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and _____________________________________ (the “Employee”) is dated as of the 30th day of July, 2014, to memorialize an award of performance stock units of even date herewith.
PERFORMANCE STOCK AWARD GRANT AGREEMENTPerformance Stock Award Grant Agreement • August 5th, 2014 • Twin Disc Inc • General industrial machinery & equipment
THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and _____________________________________ (the “Employee”) is dated this 30th day of July, 2014, to memorialize an award of performance stock of even date herewith.
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 2nd, 2007 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
THIS AGREEMENT is executed and entered into as of this ___ day of July, 2007, by and between Twin Disc, Incorporated, a Wisconsin corporation, with its principal offices located at 1328 Racine Street, Racine, Wisconsin ("Corporation"), and ________________ ("Employee").
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 1, 2016, by and among TWIN DISC, INCORPORATED and TWIN DISC INTERNATIONAL, S.P.R.L., as Borrowers, and WELLS FARGO BANK, NATIONAL ASSOCIATION as LenderCredit Agreement • February 2nd, 2016 • Twin Disc Inc • General industrial machinery & equipment • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 1, 2016, by and among TWIN DISC, INCORPORATED, a Wisconsin corporation (“Parent”), TWIN DISC INTERNATIONAL, S.P.R.L., a Belgian corporation and successor by merger to Twin Disc International, S.A. (“TD International” and, together with Parent, the “Borrowers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”).
1 CHANGE OF CONTROL SEVERANCE AGREEMENT THIS AGREEMENT is executed and entered into as of this ___ day of July, 2005, by and between Twin Disc, Incorporated, a Wisconsin corporation, with its principal offices located at 1328 Racine Street, Racine,...Change of Control Severance Agreement • August 2nd, 2005 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
ASSIGNMENT OF AND AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • July 3rd, 2018 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
THIS ASSIGNMENT OF AND AMENDMENT TO SECURITY AGREEMENT (the “Assignment”), is made on June 29, 2018, by and among BANK OF MONTREAL (“Assignor”), BMO HARRIS BANK N.A. (“Assignee”), and TWIN DISC, INCORPORATED, a Wisconsin corporation (“Debtor”).
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • August 10th, 2021 • Twin Disc Inc • General industrial machinery & equipment
THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and ______________________ (the “Employee”), is dated this 4th day of August, 2021 to memorialize an award of restricted stock units of even date herewith.
and4 Rights Agreement • May 4th, 1998 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
Credit Agreement dated as of June 29, 2018, between Twin Disc, Incorporated, and BMO Harris Bank N.A.Credit Agreement • July 3rd, 2018 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
This Credit Agreement is entered into as of June 29, 2018, by and between Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”), and BMO Harris Bank N.A., a national banking association (“Bank”). All capitalized terms used herein without definition shall have the meanings ascribed thereto in Section 1.1.
AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN M&I MARSHALL & ILSLEY BANK AND TWIN DISC, INCORPORATED DATED AS OF MAY 13, 2011Loan Agreement • May 18th, 2011 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
This Amended and Restated Loan Agreement amends and restates in its entirety that Loan Agreement dated as of December 19, 2002, as amended prior to the date hereof (as so amended and restated, the “Existing Loan Agreement”), by and between M&I and Borrower.
PERFORMANCE STOCK AWARD GRANT AGREEMENTPerformance Stock Award Grant Agreement • August 2nd, 2007 • Twin Disc Inc • General industrial machinery & equipment
THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and __________________ (the “Employee”) is dated this 26th day of July, 2007, to memorialize an amendment of an award of performance stock of even date herewith.
ASSIGNMENT OF AND AMENDMENT TO GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • July 3rd, 2018 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
THIS ASSIGNMENT OF AND AMENDMENT TO GUARANTOR SECURITY AGREEMENT (the “Assignment”), is made on June 29, 2018, by and among BANK OF MONTREAL (“Assignor”), BMO HARRIS BANK N.A. (“Assignee”), and MILL-LOG EQUIPMENT CO., INC., an Oregon corporation (“Debtor”).
PERFORMANCE STOCK UNIT AWARD GRANT AGREEMENTPerformance Stock Unit Award Grant Agreement • August 2nd, 2007 • Twin Disc Inc • General industrial machinery & equipment
THIS PERFORMANCE STOCK UNIT AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and _________________ (the “Employee”) is dated as of the 26th day of July, 2007, to memorialize an award of performance stock units of even date herewith.
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • August 9th, 2023 • Twin Disc Inc • General industrial machinery & equipment
WHEREAS, the Company adopted a Long-Term Incentive Compensation Plan in 2021 (the “Plan”), whereby the Compensation and Human Capital Committee of the Board of Directors (the “Committee”) is authorized to award shares of common stock of the Company to officers and key employees carrying restrictions such as a prohibition against disposition and establishing a substantial risk of forfeiture; and
PERFORMANCE STOCK AWARD GRANT AGREEMENTPerformance Stock Award Grant Agreement • August 9th, 2023 • Twin Disc Inc • General industrial machinery & equipment
THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and ______________________ (the “Employee”) is dated this 3rd day of August, 2023, to memorialize an award of performance stock of even date herewith.
Project Toscana Acquisition AgreementProject Toscana Acquisition Agreement • May 16th, 2006 • Twin Disc Inc • General industrial machinery & equipment
Mr. Saverio Cecchi Mrs. Lorita Cecchi Mr. Dario Cecchi Mr. Claudio Salvadori Mrs. Nila Salvadori Mr. Alfredo Bini Mrs. Elena Bini Mrs. Mara Grazzini Mrs. Gloria Danese Mr. Franco Tinti Mrs. Maria Rosa Trinci c/o BCS S.r.l. Via E. P. Salani, 1 Capraia e Limite (FI)
PERFORMANCE STOCK AWARD GRANT AGREEMENTPerformance Stock Award Grant Agreement • July 30th, 2008 • Twin Disc Inc • General industrial machinery & equipment
THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and _____________________________________ (the “Employee”) is dated this 24th day of July, 2008, to memorialize an award of performance stock of even date herewith.
FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT AND AMENDMENT NO. 7 TO CREDIT AGREEMENTForbearance Agreement • October 5th, 2021 • Twin Disc Inc • General industrial machinery & equipment
This FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT AND AMENDMENT NO. 7 TO CREDIT AGREEMENT (“Agreement”) is dated as of September 30, 2021 (the “Execution Date”), and is entered into by and between Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”), and BMO Harris Bank N.A., a national banking association (“Bank”).
AMENDMENT TO RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • August 9th, 2023 • Twin Disc Inc • General industrial machinery & equipment
THIS AMENDMENT (“Amendment”) amends the Restricted Stock Unit Grant Agreement (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and John H. Batten (the “Employee”) dated August 3, 2022.
ASSIGNMENT OF AND AMENDMENT TO NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • July 3rd, 2018 • Twin Disc Inc • General industrial machinery & equipment
THIS ASSIGNMENT OF AND AMENDMENT TO NEGATIVE PLEDGE AGREEMENT (this “Assignment”), is made as of June 29 2018, by and among TWIN DISC, INCORPORATED, a Wisconsin corporation (“Borrower”), BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch (“Assignor”) and BMO HARRIS BANK N.A., a national banking association (the “Assignee”).
TWIN DISC, INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 19th, 2010 • Twin Disc Inc • General industrial machinery & equipment
This RESTRICTED STOCK AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and _____________________ (the “Director”) is dated this ___ day of __________, 20___, to memorialize awards of restricted stock under an equity compensation plan of the Company.
AMENDMENT NO. 4 TO LOAN AGREEMENTLoan Agreement • May 5th, 2010 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
THIS AMENDMENT NO. 4 TO LOAN AGREEMENT is made as of March 1, 2007 by and between M&I MARSHALL & ILSLEY BANK, a Wisconsin banking corporation (“M&I”), and TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Borrower”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 13th, 2018 • Twin Disc Inc • General industrial machinery & equipment
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • May 5th, 2010 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
THIS AMENDMENT NO. 2 TO LOAN AGREEMENT is made as of April 10, 2006 by and between M&I MARSHALL & ILSLEY BANK, a Wisconsin banking corporation (“M&I”), and TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Borrower”).
FORBEARANCE AGREEMENT AND AMENDMENT NO. 6 TO CREDIT AGREEMENTForbearance Agreement • January 29th, 2021 • Twin Disc Inc • General industrial machinery & equipment
This FORBEARANCE AGREEMENT AND AMENDMENT NO. 6 TO CREDIT AGREEMENT (“Agreement”) is dated as of January 27, 2021 (the “Execution Date”), and is entered into by and between Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”), and BMO Harris Bank N.A., a national banking association (“Bank”).
Pledge AgreementPledge Agreement • April 26th, 2016 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
This Pledge Agreement (this “Agreement”) is dated as of April 22, 2016, among TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Borrower”) and MILL-LOG EQUIPMENT CO., INC., an Oregon corporation (“Mill-Log Equipment” and together with the Borrower, each individually a “Pledgor”, and individually and collectively, jointly and severally, the “Pledgors”), each with its mailing address as set forth in Section 10(c) hereof, and BANK OF MONTREAL, as “Administrative Agent” for the secured lenders (the “Secured Parties”) under the Credit Agreement referenced below dated on even date herewith (in such capacity, together with its successors and assigns in such capacity, if any, the “Agent”), with its mailing address as set forth in Section 10(c) hereof.
Re: Amendment No. 1 to Amended and Restated Note Purchase and Private Shelf AgreementTwin Disc Inc • August 5th, 2015 • General industrial machinery & equipment • New York
This letter amendment (this “Letter”) makes reference to that certain Amended and Restated Note Purchase and Private Shelf Agreement dated as of June 30, 2014, the (“Note Agreement”), among The Prudential Insurance Company of America, Prudential Investment Management, Inc., Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Security Benefit Life Insurance Company, Inc., Prudential Annuities Life Assurance Corporation, Mutual of Omaha Insurance Company (collectively, the “Holders” and each, a “Holder”) and Twin Disc, Incorporated, a Wisconsin corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement, as amended hereby.
