Cei Systems Inc Sample Contracts

Cei Systems Inc – 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. (May 15th, 2001)

1 EXHIBIT 4.2 THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. 2 CONDOR SYSTEMS, INC. 15% Senior Discount Notes due 2011 No. ______ Issue Date: April 12, 2001 Issue Price: $563.18 (for each $1,000 Principal Amount at Maturity) Principal Amount at Maturity: $______________ CONDOR SYSTEMS, INC. (the "COMPANY") promises to pay to _______________, or registered assigns, the principal amount of this Note at mat

Cei Systems Inc – (AS DEFINED IN THE 2001 SUBSCRIPTION AGREEMENT) (May 15th, 2001)

1 EXHIBIT 4.3 CONDOR SYSTEMS, INC. WARRANT FOR THE PURCHASE OF CLASS C COMMON STOCK OF CONDOR SYSTEMS, INC. NO. ____ WARRANT TO PURCHASE SHARES EQUAL TO HOLDER'S WARRANT AMOUNT (AS DEFINED IN THE 2001 SUBSCRIPTION AGREEMENT) THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INVESTORS' AGREEMENT (AS HEREIN DEFINED), COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY OR ANY SUCCESSOR THERETO. Date of

Cei Systems Inc – INDEMNIFICATION AGREEMENT (May 15th, 2001)

1 EXHIBIT 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is made as of _________, 2001, by and between Condor Systems, Inc., a California corporation (the "Company"), and Vernon A. Dale (the "Indemnitee"). RECITALS WHEREAS, the United States Department of Justice is currently conducting an investigation of possible violations of the International Traffic in Arms Regulation in connection with certain transactions between the Company and the governmental entities in Sweden and Korea (the "Subject Transactions"); and WHEREAS, the Company desires to provide for indemnification of the Indemnitee in connection with the Subject Transactions as set forth in this Agreement consistent with California law and the Articles of Incorporation and Bylaws of the Company;

Cei Systems Inc – THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER (May 15th, 2001)

1 Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment"), dated as of April 10, 2001, is by and among Condor Systems, Inc. (the "Borrower"), certain subsidiaries of the Borrower identified on the signature pages hereto (the "Guarantors"), the lenders identified on the signature pages hereto (the "Lenders"), Bank of America, N.A., formerly Bank of America National Trust and Savings Association, as agent for the Lenders (in such capacity, the "Agent"), and Antares Capital Corporation, as Documentation Agent for the Lenders. W I T N E S S E T H WHEREAS, the Borrower, the Guarantors, WJCS, Inc., Airwave Technology, Inc., Airwave Capital, Inc., the Lenders and the Agent entered into that certain Credit Agreement dated as of April 15, 1999, as amended as of April 27, 1999 and as

Cei Systems Inc – SECURITIES SUBSCRIPTION AGREEMENT (May 15th, 2001)

1 EXHIBIT 4.1 SECURITIES SUBSCRIPTION AGREEMENT AGREEMENT dated as of April 12, 2001, among Condor Systems Inc., a California corporation (the "COMPANY"), Behrman Capital II L.P. and Strategic Entrepreneur Fund II, L.P. (collectively, "BEHRMAN"), and DLJ Merchant Banking Partners II, L.P. and each of its affiliates listed on Exhibit A hereto (collectively, "DLJMB") (Behrman and DLJMB each an "INVESTOR" and collectively, the "INVESTORS"). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Investor's Agreement dated as of April 15, 1999 among the Company, Behrman, DLJMB and the other signatories thereto (as may hereafter be amended, the "INVESTORS AGREEMENT"). W I T N E S S E T H : WHEREAS, the Company desires to obtain funds to refinance certain debt of the Company; and

Cei Systems Inc – 1999 EMPLOYEE STOCK INCENTIVE PLAN (April 17th, 2001)

1 Exhibit 10.3 CONDOR SYSTEMS, INC. 1999 EMPLOYEE STOCK INCENTIVE PLAN EFFECTIVE AS OF DECEMBER 14, 1999 2 TABLE OF CONTENTS Page ---- SECTION 1. INTRODUCTION...................................................................1 SECTION 2. DEFINITIONS....................................................................1 (a) "Affiliate".........................................................1 (b) "Award".............................................................1 (c)

Cei Systems Inc – DEFERRED COMPENSATION PLAN (April 17th, 2001)

1 Exhibit 10.6.1 CONDOR SYSTEMS, INC. DEFERRED COMPENSATION PLAN FOR MANAGEMENT 2 TABLE OF CONTENTS PAGE ---- ARTICLE I PURPOSE AND EFFECTIVE DATE.................................1 1.01 Title.........................................................1 1.02 Purpose.......................................................1 1.03 Effective Date................................................1 ARTICLE II DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT..........1 2.01 Annual Deferral Amount.....................

Cei Systems Inc – (AS DEFINED IN THE SUBSCRIPTION AGREEMENT) (April 17th, 2001)

1 Exhibit 4.4 CONDOR SYSTEMS, INC. WARRANT FOR THE PURCHASE OF CLASS C COMMON STOCK OF CONDOR SYSTEMS, INC. NO. ____ WARRANT TO PURCHASE SHARES EQUAL TO HOLDER'S WARRANT AMOUNT (AS DEFINED IN THE SUBSCRIPTION AGREEMENT) THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INVESTORS' AGREEMENT (AS HEREIN DEFINED), COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY OR ANY SUCCESSOR THERETO. THE WARRANTS EVIDENCED BY THIS CERTIFICATE WER

Cei Systems Inc – STANDARD FORM LEASE (April 17th, 2001)

1 Exhibit 10.8 STANDARD FORM LEASE 1. BASIC PROVISIONS 1.1 PARTIES: This Lease, executed in duplicate at Cupertino, California, on September 29 , 2000, by and between T.B.I./Mission West Properties, LLC, , a California Limited Liability Corporation, and Condor Systems, Inc., a Delaware Corporation, hereinafter called respectively Lessor and Lessee, without regard to number or gender. 1.2 LETTING: Lessor hereby leases to Lessee, and Lessee hires from Lessor, the Premises, for the term, at the rental and upon all the terms and conditions set forth herein. 1.3 USE: Lessee may use the Premises for the purpose of conducting therein office, research and development, light manufacturing, and warehouse activities, and any other legal activity. 1.4 PREMISES: The real property with appurtenances as shown on Exhibit A (the "Premises") situated in the City of Morg

Cei Systems Inc – STOCK OPTION AGREEMENT (April 17th, 2001)

1 EXHIBIT 10.5.1 THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is made and entered into as of the date of grant set forth below (the "Date of Grant"), by and between Condor Systems, Inc., a California corporation (the "Company"), and the optionee named below ("Optionee"). Optionee: Robert J. Hermann Address: c/o Global Technology Partners, LLC 1300 Eye Street, N.W

Cei Systems Inc – STOCK OPTION AGREEMENT (April 17th, 2001)

1 EXHIBIT 10.5.2 THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is made and entered into as of the date of grant set forth below (the "Date of Grant"), by and between Condor Systems, Inc., a California corporation (the "Company"), and the optionee named below ("Optionee"). Optionee: Paul G. Kaminski Address: c/o Global Technology Partners, LLC 1300 Eye Street, N.

Cei Systems Inc – EMPLOYMENT AGREEMENT (April 17th, 2001)

1 Exhibit 10.7.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("AGREEMENT") is entered into as of November 1, 2000, (the "EFFECTIVE DATE") by and between CONDOR SYSTEMS, INC., a California corporation (the "COMPANY"), and Frederic B. Bassett (the "EMPLOYEE"). WHEREAS, the Company wishes to assure that it will have the benefit of the knowledge and experience of Employee, and Employee is willing and able to provide such knowledge of offer, and WHEREAS, Employee is willing to enter into an agreement to such end upon the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties hereto agree as follows: 1. Employment. The Company hereby employs the Employee, and the Employee hereby accepts such employment with the Company, upon the terms and conditions hereinafter set forth. 2. Term of

Cei Systems Inc – STOCK OPTION AGREEMENT (April 17th, 2001)

1 EXHIBIT 10.5.3 THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is made and entered into as of the date of grant set forth below (the "Date of Grant"), by and between Condor Systems, Inc., a California corporation (the "Company"), and the optionee named below ("Optionee"). Optionee: Noel Longuemare Address: c/o Global Technology Partners, LLC 1300 Eye Street, N.

Cei Systems Inc – DEFERRED COMPENSATION AGREEMENT (April 17th, 2001)

1 Exhibit 10.6.2 CONDOR SYSTEMS, INC. DEFERRED COMPENSATION PLAN FOR MANAGEMENT DEFERRED COMPENSATION AGREEMENT This Deferred Compensation Agreement ("Agreement") is hereby entered into this ____ day of __________, 2000, by and between Condor Systems, Inc., a California corporation ("the Employer"), and _______________ (the "Participant"). The parties hereto agree as follows: I. Pursuant to the Condor Systems, Inc. Deferred Compensation Plan For Management ("Plan"), the Employer and Participant hereby agree that, in consideration of services to be performed by the Participant for the Employer during subsequent calendar years, the amount of Compensation to be deferred by the Participant under said Agreement shall be the amou

Cei Systems Inc – EMPLOYMENT AGREEMENT (November 14th, 2000)

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of July 10, 2000, (the “Effective Date”) by and between CONDOR SYSTEMS, INC., a California corporation (the “Company”), and Robert P. Eisenberg (the “Employee”).