Vivid Technologies Inc Sample Contracts

Vivid Technologies Inc – TERMINATION AGREEMENT (December 28th, 1999)

EXHIBIT 10.28 TERMINATION AGREEMENT This Termination Agreement dated as of October 4, 1999 is entered into by and between: Hologic, Inc., a Massachusetts corporation, having a place of business at 35 Crosby Drive, Bedford, Massachusetts 01730-1401 ("Hologic") and Vivid Technologies, Inc., a Delaware corporation, (f/k/a Vivitech, Inc,), having a place of business at 10E Commerce Way, Woburn, MA 01801 ("Vivid"). CONSIDERATION UNDERLYING THIS AGREEMENT WHEREAS, the parties entered into a License and Technology Agreement dated as of June 22, 1989, as amended by a First Amendment to License and Technology Agreement dated as of September 25, 1996 (as so amended, the "License Agreement"); and WHEREAS, Vivid and EG&G, Inc. have entered into an Agreement and Plan of Merger dated October 4, 1999, ("Merger Agreement"), pursuant to which Vivid will merge with a subsidiary of

Vivid Technologies Inc – AGREEMENT (December 28th, 1999)

EXHIBIT 10.26 AGREEMENT AGREEMENT by and between VIVID TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and William J. Frain (the "Executive"), dated as of the 4th day of June, 1999. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the

Vivid Technologies Inc – AGREEMENT (December 28th, 1999)

EXHIBIT 10.24 AGREEMENT AGREEMENT by and between VIVID TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and James J. Aldo (the "Executive"), dated as of the 4th day of June, 1999. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the E

Vivid Technologies Inc – AGREEMENT (December 28th, 1999)

EXHIBIT 10.25 AGREEMENT AGREEMENT by and between VIVID TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and Daniel J. Silva (the "Executive"), dated as of the 4th day of June, 1999. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the

Vivid Technologies Inc – MANAGEMENT SERVICES AGREEMENT (December 28th, 1999)

EXHIBIT 10.27 AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT Amendment made this 4th day of October, 1999, to be effective as of the Effective Time (as defined below), by and between Hologic, Inc. ("Hologic") and Vivid Technologies, Inc. (formerly known as Vivitech, "Vivid") to the Management Services Agreement dated as of June 22, 1989 by and between Hologic and Vivid (the "Agreement"). Except as set forth below, the Agreement shall remain in full force and effect. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. Preliminary Statement WHEREAS the Agreement was entered into at the time when Vivid was a development stage company; WHEREAS Hologic and Vivid agree that neither party required the protection afforded by a six-month notice to terminati

Vivid Technologies Inc – PROMISSORY NOTE (October 12th, 1999)

Exhibit 10.03 PROMISSORY NOTE $175,000.00 December 30, 1998 FOR VALUE RECEIVED, the undersigned (the "Obligor"), promises to pay to Vivid Technologies, Inc. ("Holder") at 10E Commerce Way, Woburn, Massachusetts, 01801 or order, the principal sum of One Hundred Seventy-Five Thousand Dollars and No Cents ($175,000.00), together with interest in arrears on any and all principal amounts outstanding and remaining unpaid hereunder from time to time from the date hereof at the rate of 5.06% per annum, the entire outstanding balance of principal and interest to be due and payable on September 30, 1999. This Note shall be secured as provided in the Pledge Agreement between Obligor and Holder of even date herewith. This Note may be prepaid at any time without penalty. If any provisions of this Note shall be determined to be invalid or unenforceable under law, such determinati

Vivid Technologies Inc – Agreement Between (October 12th, 1999)

Exhibit 10.02 Agreement Between Vivid Technologies Inc. and Ambassador L. Paul Bremer, IIII This agreement is entered into, effective from this date, between Vivid Technologies, Inc. ("Vivid") and Ambassador L. Paul Bremer, III ("Ambassador Bremer"). Under the terms of this agreement, Vivid engages Ambassador Bremer, and Ambassador Bremer agrees, to provide Vivid as required with advice ad counsel on international political, economic, and commercial developments which may effect Vivid's business interests in various countries around the world. In compensation for Ambassador Bremer's advice and counsel, Vivid agrees to pay Ambassador Bremer $25,000 per year. Payment will be made quarterly in advance with the first payment due on the date of this agreement. Agreed and accepted: By: /s/ S. David Ellenbogen By: /s/ L. Paul Bremer, III Vivid Technologies, Inc. L Paul Bremer, III The term of this Agreement (the "Term") shall commence

Vivid Technologies Inc – AGREEMENT FOR (October 12th, 1999)

Exhibit 10.06 AGREEMENT FOR VIVID DISTRIBUTION, MANUFACTURE AND PURCHASE OF GILARDONI PRODUCTS (SYSTEMS & FEP PLATFORM) Agreement effective August 27, 1997 (Effective Date) between Vivid Technologies, Inc., a Massachusetts corporation having a principal place of business at 10E Commerce Way, Woburn, MA 01801 (USA) and its subsidiaries (hereinafter referred to as "Vivid"), and Gilardoni S.p.A., having a principal place of business at Mandello del Lario (Como), Italy (hereinafter referred to as "Gilardoni"). PART A - INTRODUCTORY MATTERS 1. Facts. Gilardoni is a developer, manufacturer and distributor of a line of FEP brand conventional x-ray-based systems and components, which are used to inspect luggage, mail, parcels, and break bulk cargo, which it distributes in Italy and other countries. Vivid is a developer and manufacturer of advanced x-ray

Vivid Technologies Inc – PROMISSORY NOTE (October 12th, 1999)

Exhibit 10.04 PROMISSORY NOTE $300,000.00 October 5, 1998 FOR VALUE RECEIVED, the undersigned (the "Obligor"), promises to pay to Vivid Technologies, Inc. ("Holder") at 10E Commerce Way, Woburn, Massachusetts, 01801 or order, the principal sum of Three Hundred Thousand Dollars and No Cents ($300,000.00), together with interest in arrears on any and all principal amounts outstanding and remaining unpaid hereunder from time to time from the date hereof at the rate of 5.06% per annum, the entire outstanding balance of principal and interest to be due and payable on September 30, 1999. This Note shall be secured as provided in the Pledge Agreement between Obligor and Holder of even date herewith. This Note may be prepaid at any time without penalty. If any provisions of this Note shall be determined to be invalid or unenforceable under law, such determination s

Vivid Technologies Inc – AGREEMENT FOR (October 12th, 1999)

Exhibit 10.07 AGREEMENT FOR GILARDONI DISTRIBUTION, MANUFACTURE, LICENSE AND PURCHASE OF VIVID PRODUCTS (OPERATOR CONSOLE & SYSTEMS) Agreement effective August 27, 1997 (Effective Date) between Vivid Technologies, Inc., a Massachusetts corporation having a principal place of business at 10E Commerce Way, Woburn, MA 01801 (USA) and its subsidiaries (hereinafter referred to as "Vivid"), and Gilardoni S.p.A., having a principal place of business at Mandello del Lario (Como), Italy (hereinafter referred to as "Gilardoni"). PART A - INTRODUCTORY MATTERS 1. Facts. Gilardoni is a developer, manufacturer and distributor of a line of FEP brand conventional x-ray-based systems and components, which are used to inspect luggage, mail, parcels, and break bulk cargo, which it distributes in Italy and other countries. Vivid is a developer and manufacturer of advanced x-

Vivid Technologies Inc – POINTS OF AGREEMENT (October 12th, 1999)

Exhibit 10.05 POINTS OF AGREEMENT Gilardoni S.pA. & Vivid meeting October 23, 1997 1. a) Gilardoni to pay Vivid $3,000 royalty per system for the first 100 systems. No royalty due thereafter. b) Vivid to pay Gilardoni a royalty of $3,000 for the first 167 systems in the form of a prepaid royalty. Vivid to pay remaining $201,000 to Gilardoni per contract. No royalty due thereafter. 2. Documentation for new Model APS to be forwarded to Gilardoni in a timely manner as released. 3. Both parties agree to utilize a mutually agreeable revision control procedure. 4. Parties agree to reduce prices in contract as follows: a) Monobloc/inverter assembly $5,250 USD maximum. b) Operator console assembly $5,100 USD maximum. 5. All other terms and conditions of the contract to be in effect. Agreed: /s/ Richard Bisson /s/ Stephen Reber Richard Bisson

Vivid Technologies Inc – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (October 8th, 1999)

VIVID TECHNOLOGIES, INC. AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 (this "Agreement"), dated as of October 4, 1999, to the Rights Agreement dated as of October 13, 1998 (the "Rights Agreement"), between Vivid Technologies, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York trust company. RECITALS WHEREAS, the board of directors of the Company has approved a certain agreement and plan of merger (the "Merger Agreement") by and among the Company, EG&G, Inc., a Massachusetts corporation ("EG&G"), and Vivid Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of EG&G (the "Merger Sub") (EG&G and the Merger Sub are collectively referred to herein as the "Prospective Buyer") at a meeting of the board of directors of the Company held on October 4, 1999 (the "October Meeting"), pursuant to which the Company and the Prospective Buyer intend that either the

Vivid Technologies Inc – EG&G ENTERS AGREEMENT TO ACQUIRE VIVID TECHNOLOGIES, INC. (October 8th, 1999)

FOR IMMEDIATE RELEASE 5 October 1999 EG&G ENTERS AGREEMENT TO ACQUIRE VIVID TECHNOLOGIES, INC. Wellesley and Woburn, Massachusetts.EG&G, Inc. (NYSE: EGG) and Vivid Technologies, Inc. (Nasdaq: VVID) today announced that they have entered into an agreement for EG&G to acquire Vivid, a leading supplier of automated explosive detection systems used in airports and high-security facilities around the world. The transaction will take the form of a stock merger in which shareholders of Vivid will receive one share of EG&G common stock for each 6.2 shares of Vivid common stock. At current prices this transaction would be valued at approximately $62.5M, or $6.25 per share, representing $42.5M for the business and the $20M cash on Vivid's balance sheet. "Vivid brings excellent, multi-view X-ray technology, providing opportunities in advanced explosive detection systems and the emerging non-destructive testing market. In addition, Vivid is well positioned in Europe, and will expand our

Vivid Technologies Inc – 1999 EQUITY INCENTIVE PLAN (May 14th, 1999)

EXHIBIT 10 VIVID TECHNOLOGIES, INC. 1999 EQUITY INCENTIVE PLAN Section 1. Purpose The purpose of theVivid Technologies, Inc. 1999 Equity Incentive Plan (the "Plan") is to attract and retain employees, directors, advisors and consultants, to provide an incentive for them to assist Vivid Technologies, Inc. (the "Corporation") to achieve long-range performance goals, and to enable them to participate in the long-term growth of the Corporation. Section 2. Definitions (a) "Affiliate" means any business entity in which the Corporation owns directly or indirectly 50% or more of the total combined voting power or has a significant financial interest as determined by the Committee. (b) "Annual Meeting" means the annual meeting of shareholders or special meeting in lieu of annual meeting of shareholders at whi

Vivid Technologies Inc – COMMERCIAL LEASE (December 29th, 1998)

CUMMINGS PROPERITES MANAGEMENT, INC. STANDARD FORM COMMERCIAL LEASE 698351-WFD In consideration of the covenants herein contained, Cummings Properties Management, Inc., hereinafter called LESSOR, does hereby lease to Vivid Technologies, Inc. (a MA corp.), 10-E Commerce Way, Woburn, MA 01801 hereinafter called LESSEE, the following described premises, hereinafter called the leased premises: approximately 18,462 square feet at 10-I Commerce Way, Woburn, MA 01801 TO HAVE AND HOLD the leased premises for a term of five (5) years commencing at noon on July 1, 1998 and ending at noon on June 30, 2003 unless sooner terminated as herein provided. LESSOR and LESSEE now covenant and agree that the following terms and conditions shall govern this lease during the term hereof and for such further time as

Vivid Technologies Inc – NEWS RELEASE (October 26th, 1998)

NEWS RELEASE For Immediate Release VIVID TECHNOLOGIES ADOPTS SHAREHOLDER PURCHASE RIGHTS PLAN WOBURN, Mass. (October 15, 1998) - Vivid Technologies Inc. (Nasdaq: VVID) today announced that its Board of Directors has adopted a shareholder purchase rights plan and has declared a distribution of one Right for each outstanding share of the Corporation's Common Stock to shareholders of record at the close of business on October 27, 1998. Initially, the Rights will trade automatically with the Common Stock and separate Right Certificates will not be issued. The Rights Plan is designed to deter coercive or unfair takeover tactics and to ensure that all Vivid shareh

Vivid Technologies Inc – Rights Agreement (October 26th, 1998)

VIVID TECHNOLOGIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agent Rights Agreement Dated as of October 13, 1998. TABLE OF CONTENTS Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 6 Section 3. Issue of Right Certificates 6 Section 4. Form of Right Certificates 9 Section 5. Countersignature and Registration 10 Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 11 Section 7. Exercise of Rights; Purchase

Vivid Technologies Inc – LOAN AND SECURITY AGREEMENT (December 29th, 1997)

Exhibit 10.18 DEMAND LINE OF CREDIT LOAN AND SECURITY AGREEMENT THIS DEMAND LINE OF CREDIT LOAN AND SECURITY AGREEMENT, dated May 30, 1997, by and between VIVID TECHNOLOGIES, INC., a Delaware corporation duly qualified in Massachusetts and with a principal place of business in Woburn, Massachusetts (the "Borrower") and BANKBOSTON, N.A., a national banking association with its head office in Boston, Massachusetts (the "Lender"), successor by merger with BAYBANK, N.A. W I T N E S S E T H: BACKGROUND. The Borrower has requested the Lender to lend it up to $5,000,000.00 on a revolving loan basis (the "Loan"). The Lender is willing to accommodate the Borrower's requests upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises herein contained, and each intending to be legally bound hereby, the parties agree as foll

Vivid Technologies Inc – U.S. UNDERWRITING AGREEMENT (November 20th, 1996)

TH&T DRAFT 11/18/96 ------------------- 2,000,000 SHARES VIVID TECHNOLOGIES, INC. COMMON STOCK U.S. UNDERWRITING AGREEMENT --------------------------- ______ ___,1996 LEHMAN BROTHERS INC. COWEN & COMPANY NEEDHAM & COMPANY, INC. As Representatives of the several U.S. Underwriters named in Schedule 1, c/o Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Dear Sirs: Vivid Technologies, Inc., a Delaware corporation (the "Company"), proposes to sell an aggregate of __________ shares (the "Firm Stock") of the Company's Common Stock, par value $.01 per share (the "Common Stock"). In addition, the Company proposes to gra

Vivid Technologies Inc – BONUS PLANS (November 20th, 1996)

EXHIBIT 10.17 BONUS PLANS ----------- The Company maintains an informal bonus program for certain employees, including executive officers, under which such employees may be awarded discretionary cash bonuses based upon the Chief Executive Officer's subjective evaluation of individual performance and the performance of the Company during the year.

Vivid Technologies Inc – INTERNATIONAL UNDERWRITING AGREEMENT (November 20th, 1996)

TH&T DRAFT 11/18/96 ------------------- 2,000,000 SHARES VIVID TECHNOLOGIES, INC. COMMON STOCK INTERNATIONAL UNDERWRITING AGREEMENT ------------------------------------ ______ ___,1996 LEHMAN BROTHERS INTERNATIONAL (EUROPE) COWEN & COMPANY NEEDHAM & COMPANY, INC. As Lead Managers of the several International Managers named in Schedule 1, c/o Lehman Brothers International (Europe) 1 Broadgate London EC2M 7HA England Dear Sirs: Vivid Technologies, Inc., a Delaware corporation (the "Company"), proposes to sell an aggregate of __________ shares (the "Firm Stock") of the Company's Common Stock, par value $.01 per share (the "Common Stock"). In additi

Vivid Technologies Inc – LICENSE AND TECHNOLOGY AGREEMENT (November 8th, 1996)

Exhibit 10.16 LICENSE AND TECHNOLOGY AGREEMENT -------------------------------- THIS LICENSE AGREEMENT is entered into as of the 22nd day of June, 1989 by and between: Hologic, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts and having a usual place of business at 300 Bear Hill Road, Waltham, Massachusetts 02154 ("Hologic") and Vivitech, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts and having a usual place of business at 300 Bear Hill Road, Waltham, Massachusetts 02154 ("Vivitech"). 1. Introduction ------------ Hologic has developed the x-ray technology defined below and is the owner of all patents, know-how, and other intellectual property rights relating thereto. Vivitech desires to obtain rights to develop, manufacture, market, and distribute an x-ray sc

Vivid Technologies Inc – INDEMNIFICATION AGREEMENT (October 17th, 1996)

EXHIBIT 10.10 INDEMNIFICATION AGREEMENT ------------------------- This Agreement, made and entered into this ____ of ___________, 199_ ("Agreement"), by and between Vivid Technologies, Inc., a ______________ corporation ("Company"), and <1> ("Indemnitee"). WHEREAS, the Company desires to retain the availability of its existing directors and to be in a position to attract additional persons to serve in such capacity; and WHEREAS, highly competent persons are becoming more reluctant to serve as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and WHEREAS, the current impracticability of obtaining adequate insurance and the uncertainti

Vivid Technologies Inc – RESTATED CERTIFICATE OF INCORPORATION (October 17th, 1996)

EXHIBIT 3.03 RESTATED CERTIFICATE OF INCORPORATION -------------------------------------- OF -- VIVID TECHNOLOGIES, INC. ------------------------ It is hereby certified that: 1. The present name of the Corporation (hereinafter called the "Corporation") is Vivid Technologies, Inc. The name under which the Corporation was originally incorporated is Vivid Technologies, Inc. and the date of filing the original Certificate of Incorporation of the Corporation with the Secretary of State of Delaware is September 26, 1996. 2. The Certificate of Incorporation of the Corporation is hereby amended by (i) increasing the number of shares of Common stock by 20,000,000 shares, (ii) decreasing the number of shares of authorized Preferr

Vivid Technologies Inc – CONTRACT NO. GP/0583/95/TG (October 17th, 1996)

EXHIBIT 10.01 CONTRACT NO. GP/0583/95/TG COMMERCIAL IN CONFIDENCE BAA plc CONTRACT for THE MANUFACTURE, SUPPLY, INSTALLATION AND COMMISSIONING OF HOLD BAGGAGE SCREENING EQUIPMENT HEATHROW AIRPORT LIMITED PROCUREMENT DEPARTMENT HEATHROW POINT EAST 234 BATH ROAD MIDDLESEX UB3 5AP Final Draft (No. 5) Draft No. -PM Behan - 03 April 1996 CONTRACT FOR THE MANUFACTURE, SUPPLY INSTALLATION AND COMMISSIONING OF HOLD BAGGAGE SCREENING EQUIPMENT CONTENTS :- ARTICLES OF AGREEMENT APPENDIX 1.0 - LIST OF SUBSIDIARY COMPANIES APPENDIX 2.0 - SPECIFICATION APPENDIX 3.0 - PRICE SCHEDULE APPENDIX 4.0 - INSTALLATION SCHEDULE APPENDIX 5.0 - CHANGE CONTROL PROCEDURE APPENDIX 6.0 - MAINTENANCE SUPPORT SERVICE APPENDIX 7.0 - SYSTEM VERI

Vivid Technologies Inc – THE SECURITIES REPRESENTED BY THIS WARRANT (AND THE SECURITIES ISSUABLE (October 17th, 1996)

Exhibit 10.05 THE SECURITIES REPRESENTED BY THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES STATUTE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES STATUTE, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER. Shares Issuable Upon Exercise: 42,667 shares of Common Stock of Vivid Technologies, Inc. WARRANT TO PURCHASE SHARES OF COMMON STOCK Expires January 31, 2002 THIS CERTIFIES THAT, for value received, Dominion Fund II, L.P., a California Lim

Vivid Technologies Inc – 1989 COMBINATION STOCK OPTION PLAN (October 17th, 1996)

EXHIBIT 10.06 VIVID TECHNOLOGY, INC. ---------------------- 1989 COMBINATION STOCK OPTION PLAN ---------------------------------- (AS AMENDED THROUGH MAY 7, 1996) Section I. Purpose of the Plan. ------------------- The purposes of this Vivid Technology, Inc. 1989 Combination Stock Option Plan (the "1989 Plan") are (i) to provide long-term incentives and rewards to those key employees (the "Employee Participants") of Vivid Technologies, Inc. (the "Corporation") and its subsidiaries (if any), and any other persons (the "Non-employee Participants") who are in a position to contribute to the long- term success and growth of the Corporation and its subsidiaries, (ii) to assist the Corporation in retaining and attracting executives and key employees with requisite experie

Vivid Technologies Inc – 1996 EQUITY INCENTIVE PLAN (October 17th, 1996)

EXHIBIT 10.08 VIVID TECHNOLOGIES, INC. 1996 EQUITY INCENTIVE PLAN -------------------------- Section 1. Purpose ------- The purpose of the Vivid Technologies, Inc. 1996 Equity Incentive Plan (the "Plan") is to attract and retain key employees, directors, advisors and consultants to provide an incentive for them to assist Vivid Technologies, Inc. (the "Company") to achieve long-range performance goals, and to enable them to participate in the long-term growth of the Company. Section 2. Definitions ----------- (a) "Affiliate" means any business entity in which the Company owns directly or indirectly 50% or more of the total combined voting power or has a significant financial interest as determined by the Committee. (b) "Award" means any Option, Stock Appreciation Right, Performance or Award

Vivid Technologies Inc – INTERNATIONAL UNDERWRITING AGREEMENT (October 17th, 1996)

EXHIBIT 1.02 DRAFT 10/17/96 -------------- 2,000,000 Shares VIVID TECHNOLOGIES, INC. Common Stock INTERNATIONAL UNDERWRITING AGREEMENT ------------------------------------- ______ ___,1996 LEHMAN BROTHERS INTERNATIONAL (EUROPE) COWEN & COMPANY NEEDHAM & COMPANY, INC. As Lead Managers of the several International Managers named in Schedule 1, c/o Lehman Brothers International (Europe) 1 Broadgate London EC2M 7HA England Dear Sirs: Vivid Technologies, Inc., a Delaware corporation (the "Company"), proposes to sell an aggregate of __________ shares (the "Firm Stock") of the Company's Common Stock, pa

Vivid Technologies Inc – U.S. UNDERWRITING AGREEMENT (October 17th, 1996)

EXHIBIT 1.01 Draft 10/17/96 2,000,000 Shares VIVID TECHNOLOGIES, INC. Common Stock U.S. UNDERWRITING AGREEMENT --------------------------- ______ ___,1996 LEHMAN BROTHERS INC. COWEN & COMPANY NEEDHAM & COMPANY, INC. As Representatives of the several U.S. Underwriters named in Schedule 1, c/o Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Dear Sirs: Vivid Technologies, Inc., a Delaware corporation (the "Company"), proposes to sell an aggregate of __________ shares (the "Firm Stock") of the Company's Common Stock, par value $.01 per share (the "Common Stock"). In addition, the Company proposes to grant

Vivid Technologies Inc – COMMERCIAL LEASE (October 17th, 1996)

EXHIBIT 10.09 CUMMINGS PROPERTIES MANAGEMENT, INC. STANDARD FORM COMMERCIAL LEASE In consideration of the covenants herein contained, Cummings Properties Management, Inc., hereinafter called LESSOR, does hereby lease to VIVID TECHNOLOGIES, INC. (a Massachusetts corporation), 590 Lincoln Street, Waltham, Massachusetts 02154 hereinafter called LESSEE, the following described premises, hereinafter called the leased premises: approximately 43,200 square feet at 10- E Commerce Way, Woburn, Massachusetts 01801 as shown on Exhibit A attached --------- hereto. TO HAVE AND HOLD the leased premises for a term of five (5) years commencing at noon on March 1, 1996 and ending at noon on February 28, 2001 unless sooner terminated as hereinafter provided. LESSOR and LESSEE now c

Vivid Technologies Inc – THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS (October 17th, 1996)

EXHIBIT 10.04 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS REGISTERED UNDER THE ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, IS OBTAINED TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT. Shares Issuable Upon Exercise: (1) shares of Common Stock of Vivid Technologies, Inc., subject to adjustment as provided herein WARRANT TO PURCHASE SHARES OF COMMON STOCK Expires (3) THIS CERTIFIES THAT, for value received, (2), is entitled to subscribe for and purchase (1) shares (the "Warrant Shares") of the fully paid and nonassessable Common Stock, $.01 par value (the "Common Stock") of

Vivid Technologies Inc – AMENDED SHAREHOLDER AGREEMENT (October 17th, 1996)

EXHIBIT 10.14 AMENDED SHAREHOLDER AGREEMENT ----------------------------- In consideration of transactions previously entered into by VIVID TECHNOLOGIES, a Massachusetts corporation ("the Company"), with certain purchasers of 250,000 shares of the Company's Series B Preferred Stock, $.01 par value (the "Series B Preferred") under a Series A and Series B Preferred Stock Purchase Agreement, dated June 22, 1989, and in consideration of transactions to be entered into by the Company with certain purchasers of 133,333 shares of the Company's Series D Preferred Stock, par value $.01 per share, (the "Series D Preferred") under the Series C and Series D Preferred Stock Purchase Agreement dated January 25, 1991 (the Series B Preferred and Series D Preferred are sometimes collectively referred to as the "Shares"), it is agreed with the Series B Preferred purchasers and

Vivid Technologies Inc – DISTRIBUTION & DEVELOPMENT AGREEMENT (October 17th, 1996)

EXHIBIT 10.02 DISTRIBUTION & DEVELOPMENT AGREEMENT Vivid distribution of Gilardoni Products (Systems & Mainframe) & development of Joint System (2/28/96) Agreement effective March 8, 1996 (Effective Date) between Vivid Technologies, Inc., a Massachusetts corporation having a principal place of business at 590 Lincoln Street, Waltham, MA, USA 02154 and its subsidiaries (hereinafter referred to as "Vivid"), and Gilardoni S.p.A. having a principal place of business at Mandello del Lario (Como), Italy (hereinafter referred to as "Gilardoni"). PART A - INTRODUCTORY MATTERS 1. Facts. Gilardoni has developed and is a manufacturer and distributor of a line of FEP brand conventional x-ray-based systems, which are used to inspect luggage, mail, parcels, and break bulk cargo, which it distributes in Italy an

Vivid Technologies Inc – SERIES A AND SERIES B PREFERRED STOCK PURCHASE AGREEMENT (October 17th, 1996)

EXHIBIT 10.11 VIVITECH, INC. SERIES A AND SERIES B PREFERRED STOCK PURCHASE AGREEMENT June 22, 1989 TABLE OF CONTENTS ----- -- -------- Section Page -------- ---- S1. Authorization; Purchase and Sale of Securities........ 1 1.01 Authorization of the Securities................. 1 1.02 Sale of the Securities.......................... 1 1.03 Certain Definitions............................. 1 1.04 The Closing..................................... 1 1.05 Use of Proceeds................................. 2 2. Representations and Warranties of the Company.........