111 Holdings Inc Sample Contracts

Meritor Automotive Inc – AGREEMENT AND PLAN OF REORGANIZATION (April 17th, 2000)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF APRIL 6, 2000 BY AND AMONG MERITOR AUTOMOTIVE, INC., MU SUB, INC. AND ARVIN INDUSTRIES, INC. 2 w TABLE OF CONTENTS Page ---- ARTICLE I THE FIRST STEP MERGER.......................................................................2 SECTION 1.1 The First Step Merger.........................

Meritor Automotive Inc – STOCK OPTION AGREEMENT (April 17th, 2000)

1 EXHIBIT 2.2 ARVIN INDUSTRIES, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of April 6, 2000 (the "Agreement"), by and between ARVIN INDUSTRIES, INC., an Indiana corporation ("Issuer"), and MERITOR AUTOMOTIVE, INC., a Delaware corporation ("Grantee"). WHEREAS, Issuer, Mu Sub, Inc., an Indiana corporation and a wholly-owned subsidiary of Grantee ("Newco"), and Grantee propose to enter into an Agreement and Plan of Reorganization, dated as of the date hereof (the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement), providing for, among other things, a merger of Grantee with and into Newco, followed immediately by a merger of Issuer with and into Newco, with Newco being the surviving corporation; WHEREAS, as a

Meritor Automotive Inc – STOCK OPTION AGREEMENT (April 17th, 2000)

1 EXHIBIT 2.3 MERITOR AUTOMOTIVE, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of April 6, 2000 (the "Agreement"), by and between MERITOR AUTOMOTIVE, INC., a Delaware corporation ("Issuer"), and ARVIN INDUSTRIES, INC., an Indiana corporation ("Grantee"). WHEREAS, Issuer, Mu Sub, Inc., an Indiana corporation and a wholly-owned subsidiary of Issuer ("Newco"), and Grantee propose to enter into an Agreement and Plan of Reorganization, dated as of the date hereof (the "Merger Agreement"; capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement), providing for, among other things, a merger of Issuer with and into Newco, followed immediately by a merger of Grantee with and into Newco, with Newco being the surviving corporation; WHEREAS, as a

Meritor Automotive Inc – UNDERWRITING AGREEMENT (February 25th, 1999)

Exhibit 1 MERITOR AUTOMOTIVE, INC. 6.80% Notes Due February 15, 2009 UNDERWRITING AGREEMENT February 19, 1999 To the Representative or Representatives named in Schedule A hereto of the Underwriters named in Schedule B hereto Ladies and Gentlemen: The undersigned Meritor Automotive, Inc., a Delaware corporation (the "Company"), confirms its agreement with the several underwriters named in Schedule B hereto (the "Underwriters") as set forth below. If the firm or firms listed in Schedule B hereto include only the firm or firms listed in Schedule A hereto (the "Representatives"), then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Company proposes to issue and sell debt securities

Meritor Automotive Inc – CREDIT AGREEMENT (February 5th, 1999)

EXHIBIT 99.1 MERITOR AUTOMOTIVE, INC. ------------------------------------- CREDIT AGREEMENT dated as of January 15, 1999 ---------------------------- THE LENDERS PARTY HERETO, UBS AG, STAMFORD BRANCH, as Administrative Agent ------------------------------------- WARBURG DILLON READ LLC, as Arranger ------------------------------------- NBD BANK, as Documentation Agent TABLE OF CONTENTS Page ARTICLE I

Meritor Automotive Inc – DEFERRED COMPENSATION PLAN (December 18th, 1998)

1 EXHIBIT 10-e-1 MERITOR AUTOMOTIVE, INC. DEFERRED COMPENSATION PLAN THIS PLAN is established by Meritor Automotive, Inc., effective as of September 1997, for the benefit of certain employees of the Corporation in executive, managerial or professional capacities so as to enhance the Corporation's ability to attract and retain outstanding employees who are expected to contribute to its success. It shall remain in effect, as it may be amended from time to time, until termination as provided in Article VII of the Plan. ARTICLE I DEFINITIONS For the purposes of the Plan, the following words and phrases shall mean: 1.010 Account. The bookkeeping or accounting records maintained (having and requiring no segregation or holding of any assets) by Meritor pursuant to Article IV wit

Meritor Automotive Inc – INDENTURE (April 9th, 1998)

1 Exhibit 4 MERITOR AUTOMOTIVE, INC. AND THE CHASE MANHATTAN BANK, as Trustee ------------------------- INDENTURE Dated as of April 1, 1998 ------------------------- Debt Securities 2 TABLE OF CONTENTS* PAGE ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions.............................................1 "this Indenture" and certain other terms.............1

Meritor Automotive Inc – DIRECTORS STOCK PLAN (December 19th, 1997)

1 EXHIBIT 10-b-1 DIRECTORS STOCK PLAN OF MERITOR AUTOMOTIVE, INC. 1. PURPOSE OF THE PLAN. The purpose of the Directors Stock Plan (the Plan) is to link the compensation of non-employee directors of Meritor Automotive, Inc. (Meritor) directly with the interests of the shareowners. 2. PARTICIPANTS. Participants in the Plan shall consist of directors of Meritor who are not employees of Meritor or any of its subsidiaries (Non-Employee Director). The term "subsidiary" as used in the Plan means a corporation more than 50% of the voting stock of which, or an unincorporated business entity more than 50% of the equity interest in which, shall at the time be owned directly or indirectly by Meritor. 3. SHARES RESERVED UNDER THE

Meritor Automotive Inc – RESTRICTED STOCK AGREEMENT (December 19th, 1997)

1 EXHIBIT 10-b-2 MERITOR AUTOMOTIVE, INC. RESTRICTED STOCK AGREEMENT TO: [Name] In accordance with Section 9 of the Directors Stock Plan of Meritor Automotive, Inc. (the "Company"), and your election pursuant thereto dated [insert date of election], __ shares of Common Stock of the Company have been granted to you today [(subject to the approval of the Directors Stock Plan by the shareowners of the Company at the 1998 Annual Meeting)] as restricted shares of the Company's common stock, in lieu of [___% of] the retainer fee payable to you on January 1, [____], in respect of your service on the Board of Directors (the "Board") of the Company. The Restricted Shares were valued at the closing price on the New York Stock Exchange - Composite Transactions ("Closing Price") on [insert date when retainer would be payable]. Additional such shares will be

Meritor Automotive Inc – INCENTIVE COMPENSATION PLAN (December 19th, 1997)

1 EXHIBIT 10-c-1 MERITOR AUTOMOTIVE, INC. INCENTIVE COMPENSATION PLAN 1. PURPOSES. The purposes of the Incentive Compensation Plan (the "Plan") are to provide a reward and an incentive to employees in managerial, staff or technical capacities who have contributed in the then-current fiscal year and, in the future, are likely to contribute to the success of the Corporation and to enhance the Corporation's ability to attract and retain outstanding employees to serve in such capacities. 2. DEFINITIONS. For the purpose of the Plan, the following terms shall have the meanings shown: (a) Board of Directors. The Board of Directors of Meritor. (b) Committee. The Compensation and Management Development Committee, designa

Meritor Automotive Inc – RESTRICTED STOCK AGREEMENT (December 19th, 1997)

1 EXHIBIT 10-a-2 MERITOR AUTOMOTIVE, INC. RESTRICTED STOCK AGREEMENT TO: [Name] In accordance with Section 7 of the 1997 Long-Term Incentives Plan ("1997 LTIP") of Meritor Automotive, Inc. (the "Company"), __ shares of Common Stock of the Company have been granted to you today [(subject to the approval of the 1997 LTIP by the shareowners of the Company at the 1998 Annual Meeting)] as restricted shares ("Restricted Shares"), valued at the closing price on the New York Stock Exchange-Composite Transactions ("Closing Price") on [insert date of grant]. The Restricted Shares have been granted to you upon the following terms and conditions: 1. Restricted Period The Restricted Shares are subject to forfeiture in accordance with the terms of the 1997 LTIP and this agreement if you do not continue as an employee of the Company for the per

Meritor Automotive Inc – DISTRIBUTION AGREEMENT (October 10th, 1997)

1 Exhibit 2.1 DISTRIBUTION AGREEMENT by and between ROCKWELL INTERNATIONAL CORPORATION and MERITOR AUTOMOTIVE, INC. September 30, 1997 2 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS...............................................................................1 Section 1.01 General......................................................................1 ARTICLE II THE DISTRIBUTI

Meritor Automotive Inc – TAX ALLOCATION AGREEMENT (October 10th, 1997)

1 [CONFORMED COPY] Exhibit 2.3 TAX ALLOCATION AGREEMENT by and between ROCKWELL INTERNATIONAL CORPORATION and MERITOR AUTOMOTIVE, INC. September 30, 1997 2 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS .................................................. 2 1.01 General ........................................................ 2 1.02 Schedules, etc ............................................

Meritor Automotive Inc – EMPLOYEE MATTERS AGREEMENT (October 10th, 1997)

1 [CONFORMED COPY] Exhibit 2.2 EMPLOYEE MATTERS AGREEMENT by and between ROCKWELL INTERNATIONAL CORPORATION and MERITOR AUTOMOTIVE, INC. September 30, 1997 2 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS .................................................... 1 Section 1.01 General .............................................. 1 ARTICLE II EMPLOYEES ...............................

Meritor Automotive Inc – RESTATED CERTIFICATE OF INCORPORATION (September 11th, 1997)

1 Exhibit 4.1 RESTATED CERTIFICATE OF INCORPORATION OF MERITOR AUTOMOTIVE, INC. FIRST: The name of the Corporation is Meritor Automotive, Inc. SECOND: The Corporation's registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. THIRD: The nature of the business, or objects or purposes to be transacted, promoted or carried on, are: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 375,0

Meritor Automotive Inc – RESTATED CERTIFICATE OF INCORPORATION (September 11th, 1997)

1 Exhibit 4.1 RESTATED CERTIFICATE OF INCORPORATION OF MERITOR AUTOMOTIVE, INC. FIRST: The name of the Corporation is Meritor Automotive, Inc. SECOND: The Corporation's registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. THIRD: The nature of the business, or objects or purposes to be transacted, promoted or carried on, are: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 375,0

Meritor Automotive Inc – Rights Agreement (September 11th, 1997)

1 Exhibit 4.3 -------------------------------------------------------------------------------- MERITOR AUTOMOTIVE, INC. and FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS RIGHTS AGENT Rights Agreement Dated as of September 8, 1997 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS Page Section 1. Certain Definitions.........................................................................2 Section 2. Appointment of Rights Agent...........

Meritor Automotive Inc – Rights Agreement (September 11th, 1997)

1 Exhibit 4.3 -------------------------------------------------------------------------------- MERITOR AUTOMOTIVE, INC. and FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS RIGHTS AGENT Rights Agreement Dated as of September 8, 1997 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS Page Section 1. Certain Definitions.........................................................................2 Section 2. Appointment of Rights Agent...........

Meritor Automotive Inc – CREDIT AGREEMENT (September 3rd, 1997)

1 Exhibit 10.5 MERITOR AUTOMOTIVE, INC. THE FOREIGN SUBSIDIARY BORROWERS -------------------------------------- CREDIT AGREEMENT DATED AS OF AUGUST 21, 1997 -------------------------------------- THE LENDERS PARTY HERETO MORGAN GUARANTY TRUST COMPANY OF NEW YORK, AS ADMINISTRATIVE AGENT AND NBD BANK, AS DOCUMENTATION AGENT -------------------------------------- FIRST CHICAGO CAPITAL MARKETS, INC., AS SYNDICATION AGENT AND ARRANGER 2 TABLE OF CONTENTS ARTICLE I - DEFINITIONS..................................................... ARTICLE II - THE CRE

Meritor Automotive Inc – CREDIT AGREEMENT (August 28th, 1997)

1 Exhibit 10.5 MERITOR AUTOMOTIVE, INC. THE FOREIGN SUBSIDIARY BORROWERS -------------------------------------- CREDIT AGREEMENT DATED AS OF AUGUST 21, 1997 -------------------------------------- THE LENDERS PARTY HERETO MORGAN GUARANTY TRUST COMPANY OF NEW YORK, AS ADMINISTRATIVE AGENT AND NBD BANK, AS DOCUMENTATION AGENT -------------------------------------- FIRST CHICAGO CAPITAL MARKETS, INC., AS SYNDICATION AGENT AND ARRANGER 2 TABLE OF CONTENTS ARTICLE I - DEFINITIONS..................................................... ARTICLE II - THE CRE

Meritor Automotive Inc – TAX ALLOCATION AGREEMENT (August 18th, 1997)

1 Exhibit 10.4 TAX ALLOCATION AGREEMENT by and between ROCKWELL INTERNATIONAL CORPORATION and MERITOR AUTOMOTIVE, INC. September [ ], 1997 2 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS....................................................................2 1.01 General..................................................................2 1.02 Schedules, etc...........................................................8 ARTICLE II FILING OF TAX RETURNS; PAYMENT OF TAXES; REFUNDS.

Meritor Automotive Inc – INCENTIVE COMPENSATION PLAN (August 18th, 1997)

1 Exhibit 10.6 MERITOR AUTOMOTIVE, INC. INCENTIVE COMPENSATION PLAN 1. PURPOSES. The purposes of the Incentive Compensation Plan (the "Plan") are to provide a reward and an incentive to employees in managerial, staff or technical capacities who have contributed in the then-current fiscal year and, in the future, are likely to contribute to the success of the Corporation and to enhance the Corporation's ability to attract and retain outstanding employees to serve in such capacities. 2. DEFINITIONS. For the purpose of the Plan, the following terms shall have the meanings shown: (a) Board of Directors. The Board of Directors of Meritor. (b) Committee. The Compensation and Management Development Committee, desi

Meritor Automotive Inc – DIRECTORS STOCK PLAN (August 18th, 1997)

1 EXHIBIT 10.2 DIRECTORS STOCK PLAN OF MERITOR AUTOMOTIVE, INC. 1. PURPOSE OF THE PLAN. The purpose of the Directors Stock Plan (the Plan) is to link the compensation of non-employee directors of Meritor Automotive, Inc. (Meritor) directly with the interests of the shareowners. 2. PARTICIPANTS. Participants in the Plan shall consist of directors of Meritor who are not employees of Meritor or any of its subsidiaries (Non-Employee Director). The term "subsidiary" as used in the Plan means a corporation more than 50% of the voting stock of which, or an unincorporated business entity more than 50% of the equity interest in which, shall at the time be owned directly or indirectly by Meritor. 3. SHARES RESERVED UNDER THE PLAN. Subject to the provi

111 Holdings Inc – RESTATED CERTIFICATE OF INCORPORATION (June 13th, 1997)

1 Exhibit 4.1 RESTATED CERTIFICATE OF INCORPORATION OF [111 HOLDINGS, INC.] FIRST: The name of the Corporation is [111 Holdings, Inc.] SECOND: The Corporation's registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. THIRD: The nature of the business, or objects or purposes to be transacted, promoted or carried on, are: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 375,000,0

111 Holdings Inc – EMPLOYEE MATTERS AGREEMENT (June 13th, 1997)

1 Exhibit 10.3 -------------------------------------------------------------------------------- EMPLOYEE MATTERS AGREEMENT by and between ROCKWELL INTERNATIONAL CORPORATION and [111 HOLDINGS, INC.] -------------------------------------------------------------------------------- [ ], 1997 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS .................................................... 1 Section 1.01 General

111 Holdings Inc – Rights Agreement (June 13th, 1997)

1 Exhibit 4.4 -------------------------------------------------------------------------------- [111 HOLDINGS, INC.] and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent Rights Agreement Dated as of [ ], 1997 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS Page Section 1. Certain Definitions................................ 2 Section 2. Appointment of Rights Agent........................ 10 Section 3. Issue of Right Certificates........................ 10 Section 4. Form of Right Certif