Denison International Plc Sample Contracts

Denison International Plc – FORM OF TENDER AGREEMENT (December 8th, 2003)

EXHIBIT 99.1 FORM OF TENDER AGREEMENT TENDER AGREEMENT, dated as of December 7, 2003 (this "Agreement"), by and among Parker-Hannifin Corporation ("Purchaser"), an Ohio corporation, and each other person listed on the signature pages hereof (each, a "Stockholder" and, collectively, the "Stockholders"). WHEREAS, contemporaneously with the execution and delivery of this Agreement, Denison International plc, a public limited company organized under the laws of England and Wales (the "Company"), and Purchaser are entering into an Acquisition Agreement (the "Acquisition Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to them in the Acquisition Agreement), which provides that, upon the terms and subject to the conditions set forth therein, Purchaser will make a cash tender offer (the "Offer") to acquire all of the issued and ou

Denison International Plc – ACQUISITION AGREEMENT (December 8th, 2003)

EXHIBIT 2.1 EXECUTION COPY -------------- DENISON INTERNATIONAL PLC and PARKER-HANNIFIN CORPORATION ACQUISITION AGREEMENT Dated as of December 7, 2003 TABLE OF CONTENTS Page ---- ARTICLE I. TENDER OFFER AND SQUEEZE-OUT.................................... 2 1.1. The Offer.......................................................

Denison International Plc – EMPLOYMENT AGREEMENT (November 14th, 2003)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is made between Bruce A. Smith, an individual residing at 418 Rosewood Court, Powell, Ohio 43065 ("Employee"), and Denison International plc (the "Company" or "Denison"), a corporation duly organized under the laws of England and Wales, with registered offices at 107 Hammersmith Road, London, England W14 OQH. WHEREAS, the Board of Directors of the Company want to assure Denison of the continued services of the Employee; and WHEREAS, the parties agree that this Agreement shall supersede all prior understandings between the parties, whether oral or written. NOW THEREFORE, in consideration of the mutual promises of the Company and the Employee contained in this Agreement, the Company and the Employee enter into this Agreement with the terms and conditions set forth herein. 1. Employment The Company agrees to employ and the Emplo

Denison International Plc – Contract (August 14th, 2001)

Shanghai Denison Hydraulics Components Limited Contract Shanghai Hydraulics & Pneumatics Corporation Denison Hydraulics Limited 8th November 2000 Content Chapter One General Provisions Chapter Two Total Investment and Registered Capital Chapter Three Payment of Fees Chapter Four Board of Directors Chapter Five Personnel or Labour Management Chapter Six Management of Fixed Assets Chapter Seven Accounting & Finance and Audit Chapter Eight Amendment, Supplement, Changes and Cancellation of Contract Chapter Nine Responsibility on Breach of Contract and Resolution of Disagreement Chapter Ten Effectiveness of Contact and Other Provisions Clause 1 -------- In accordance with the Laws of the People's Rep

Denison International Plc – SHARE PURCHASE AGREEMENT (May 15th, 2000)

SHARE PURCHASE AGREEMENT DATED 8TH MAY, 2000 DENISON INTERNATIONAL PLC and ING BARINGS LLC --------------------------------------- CONTINGENT PURCHASE CONTRACT FOR THE PURCHASE OF UP TO 1,111,395 SHARES OF US$0.01 EACH IN THE CAPITAL OF DENISON INTERNATIONAL plc ---------------------------------------- ALLEN & OVERY LONDON CO:703948.1 Page Two THIS AGREEMENT is made on May 8, 2000 BETWEEN: (1) DENISON INTERNATIONAL PLC (registered number 2798239) whose registered office is at Masters House, 107 Hammersmith Road, London W14

Denison International Plc – REVOLVING CREDIT LOAN AGREEMENT (March 30th, 2000)

Exhibit 10.3 DENISON HYDRAULICS, INC. REVOLVING CREDIT LOAN AGREEMENT May 18,1999 Table of Contents Page ARTICLE 1. REVOLVING CREDIT LOANS ....................................... 1 1.1 Revolving Credit Commitment ...................................... 1 1.2 Conversion Options ............................................... 2 1.3 Revolving Credit Note ............................................ 2 1.4 Use of Revolving Credit Loan Funds ............................... 4 1.5 Default Rate ..................................................... 4 1.6 Additional Provisions and Limitations Relating to LIBOR Rate Loans 5 ARTICLE 2. PAYMENTS, SETOFFS, SECURITY ..........

Denison International Plc – THIS AGREEMENT is made on 23rd December, 1998 BETWEEN: (March 31st, 1999)

EXHIBIT 10.01 THIS AGREEMENT is made on 23rd December, 1998 BETWEEN: (1) THE PERSONS whose names and addresses are set out in column (A) of Schedule 1 (each a "Seller" and together the "Sellers"); (2) MERIFIRE OY (registered number 744.174) whose registered office is at Melkonkatu 16B, 00210 Helsinki, Finland (the "Purchaser"); and (3) DENISON INTERNATIONAL PLC (registered number 02798239) whose registered office is at Masters House, 107 Hammersmith Road, London W14 0QH (the "Guarantor"). WHEREAS: (A) Lokomec Oy (the "Company") is a private limited liability company short particulars of which are set out in Schedule 2 having a registered share capital of FIM250,000 represented by 405 ordinary shares of FIM500, each of which has been issued fully paid or credited as fully paid (the "Shares"). (B) The Sellers are the owners of the Shares in the proportions set out agains

Denison International Plc – EMPLOYMENT AGREEMENT (March 31st, 1999)

EXHIBIT 10.02 EMPLOYMENT AGREEMENT THIS AGREEMENT is made between David L. Weir, an individual residing at 8824 Dunsinane Drive, Dublin, Ohio 43017 (hereinafter "Executive") and Denison Hydraulics, Inc. (hereinafter the "Company", a New York corporation, with its principal place of business located at 14249 Industrial Parkway, Marysville, Ohio 43040-9551 and Denison International plc (hereinafter "DIL") with registered offices at 107 Hammersmith Road, London, England W14 OQH. 1. Recitals (a) The Executive has heretofore served in the position of President and CEO of DIL and the Company. (b) The Board of Directors of DIL want to assure the Company and DIL of the continued services of the Executive with a new employment contract. (c) The parties agree that this Employment Agreement shall supersede all pr