COOPER INDUSTRIES, INC. $275,000,000 5.50% Senior Notes Due 2009 guaranteed by COOPER INDUSTRIES, LTD.Cooper Industries LTD • October 31st, 2002 • Electric lighting & wiring equipment • New York
EXHIBIT 4.4 COOPER INDUSTRIES, LTD. and EQUISERVE TRUST COMPANY, N.A. Rights Agent Rights Agreement Dated as of May 16, 2002 Table of ContentsRights Agreement • May 16th, 2002 • Cooper Industries LTD • Electric lighting & wiring equipment
EXHIBIT 10.23 INDEMNIFICATION AGREEMENT AGREEMENT between Cooper Industries, Ltd., a Bermuda Company (the "Company"), and _________________________ (the "Indemnitee"). WHEREAS, Cooper Industries, Inc. ("Cooper Ohio") has decided to reorganize and...Indemnification Agreement • March 8th, 2004 • Cooper Industries LTD • Electric lighting & wiring equipment
EXHIBIT 4.3 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR...Cooper Industries LTD • November 12th, 2002 • Electric lighting & wiring equipment • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Exhibit 10.25 FIVE-YEAR CREDIT AGREEMENT COOPER INDUSTRIES, LTD., COOPER US, INC.,Credit Agreement • February 22nd, 2005 • Cooper Industries LTD • Electric lighting & wiring equipment • New York
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • May 7th, 2004 • Cooper Industries LTD • Electric lighting & wiring equipment
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated June 21, 2002 (the "Agreement") is entered into by and among Cooper Industries Inc., an Ohio corporation (the "Company"), Cooper Industries Ltd., a company existing...Registration Rights Agreement • August 14th, 2002 • Cooper Industries LTD • Electric lighting & wiring equipment • New York
CONTENTSCooper Industries LTD • March 8th, 2004 • Electric lighting & wiring equipment
EXHIBIT 4.2 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A...Cooper Industries LTD • October 31st, 2002 • Electric lighting & wiring equipment • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EXHIBIT 10.1 MANAGEMENT CONTINUITY AGREEMENT THIS AGREEMENT, dated as of ________________, is made by and between Cooper Industries, Inc., an Ohio corporation (the "Company"), and _________________ (the "Executive"). WHEREAS, the Company is a...Management Continuity Agreement • November 12th, 2002 • Cooper Industries LTD • Electric lighting & wiring equipment • Ohio
COOPER INDUSTRIES, INC. [COOPER LOGO] INCENTIVE STOCK OPTION AGREEMENTCooper Industries LTD • February 26th, 2003 • Electric lighting & wiring equipment • Texas
guaranteed byCooper Industries LTD • August 14th, 2002 • Electric lighting & wiring equipment • New York
COOPER US, INC. 5.450% Senior Notes due April 1, 2015 guaranteed by COOPER INDUSTRIES, LTD. (and specified subsidiaries) Underwriting AgreementUnderwriting Agreement • March 25th, 2008 • Cooper Industries LTD • Electric lighting & wiring equipment • New York
The Notes will be issued pursuant to an indenture, dated as of June 18, 2007, between the Company, Cooper Industries, Ltd., a company existing under the laws of Bermuda (“Parent”), Cooper B-Line, Inc., Cooper Bussmann, LLC (formerly Cooper Bussmann, Inc.), Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC (formerly Cooper Lighting, Inc.), Cooper Power Systems, LLC (formerly Cooper Power Systems, Inc.)and Cooper Wiring Devices, Inc. (each a “Subsidiary Guarantor,” collectively the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 18, 2007 and as supplemented by the Second Supplemental Indenture to be dated as of the Closing Date (as defined below) (as so supplemented, the “Indenture”). The Notes will be guaranteed (the “Guarantees”) on an unsecured senior basis by the Guarantors. The Notes, as guaranteed by the Guarantors pursuant to
CREDIT AGREEMENT Dated as of August 14, 2009Credit Agreement • November 5th, 2009 • Cooper Industries PLC • Electric lighting & wiring equipment • New York
DEBENTURES SUPPLEMENT TO INDENTURE DATED AS OF JANUARY 15, 1990 AS AMENDED BY THE FIRST SUPPLEMENTAL INDENTURE DATED MAY 15, 2002Second Supplemental Indenture • August 14th, 2002 • Cooper Industries LTD • Electric lighting & wiring equipment • New York
COOPER INDUSTRIES, LTD. and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent Amended and Restated Rights Agreement Dated as of August 3, 2007Rights Agreement • August 3rd, 2007 • Cooper Industries LTD • Electric lighting & wiring equipment • Massachusetts
AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”), dated as of August 3, 2007, amending and restating the Rights Agreement, dated May 16, 2002 (the “Old Agreement”), between Cooper Industries, Ltd., a Bermuda company (the “Company”), and Computershare Trust Company, N.A., formerly known as Equiserve Trust Company, N.A. as Rights Agent (the “Rights Agent”).
COOPER US, INC. and COOPER INDUSTRIES, LTD. TO DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee Dated as of June 18, 2007 Providing for issuance of Debt Securities in SeriesIndenture • June 15th, 2007 • Cooper Industries LTD • Electric lighting & wiring equipment
THIS INDENTURE, dated as of June 18, 2007, from Cooper US, Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and Cooper Industries, Ltd., an exempted company incorporated with limited liability under the laws of Bermuda (hereinafter called “Cooper Parent”), to Deutsche Bank Trust Company Americas, a banking corporation existing under the laws of the State of New York, as trustee (hereinafter called the “Trustee”),
MANAGEMENT CONTINUITY AGREEMENTManagement Continuity Agreement • February 19th, 2010 • Cooper Industries PLC • Electric lighting & wiring equipment • Texas
THIS AGREEMENT, dated as of November ___, 2009 is made by and between Cooper Industries plc, an Ireland corporation (“Cooper”), Cooper US, Inc., a Delaware corporation (the “Company”), and (the “Executive”).
Cooper US, Inc. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 4th, 2012 • Cooper Industries PLC • Electronic components & accessories • Texas
This Agreement is made as of the day of , 2012 between Cooper US, Inc., a Delaware Corporation, having its principal place of business in Houston, Texas (the “Company”) and , an Executive of the Company or an Affiliate or Subsidiary of the Company (“Executive”). All capitalized terms used in this Agreement are as defined in the Cooper Industries plc 2011 Omnibus Incentive Compensation Plan (the “Plan”), unless otherwise defined in this Agreement. As used herein, the term “Company” shall include its Affiliates and Subsidiaries.
ContractThe Transaction Agreement • October 19th, 2012 • Cooper Industries PLC • Electronic components & accessories • Ohio
THIS AMENDMENT NO. 2 TO THE TRANSACTION AGREEMENT, dated as of October 19, 2012 (this “Amendment”), is entered into by and among Cooper Industries plc, a company incorporated in Ireland (“Cooper”), Eaton Corporation, an Ohio corporation (“Eaton”), Eaton Corporation Limited (formerly known as Abeiron Limited), a company incorporated in Ireland (“Holdco”), Abeiron II Limited (formerly known as Comdell Limited), a company incorporated in Ireland (“IrSub”), Turlock B.V., a company incorporated in the Netherlands (“EHC”), Eaton Inc., an Ohio corporation (“U.S. Holdco”), and Turlock Corporation, an Ohio corporation (“MergerSub”, and together with Cooper, Eaton, Holdco, IrSub and EHC, the “Original Parties”, and together with U.S. Holdco, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement, dated as of May 21, 2012, by and among the Original Parties, as amended by Amendment No. 1 to the Transaction Agreement, date
DEBENTURES SUPPLEMENT TO INDENTURE DATED AS OF JANUARY 15, 1990 AS AMENDED BY THE FIRST SUPPLEMENTAL INDENTURE DATED AS OF MAY 15, 2002 AND THE SECOND SUPPLEMENTAL INDENTURE DATED AS OF JUNE 21, 2002Third Supplemental Indenture • October 31st, 2002 • Cooper Industries LTD • Electric lighting & wiring equipment • New York
Cooper US, Inc. Nonqualified Stock Option Agreement Granted to: Grant Date Number of Shares of Cooper Industries Ordinary Shares Option Price Per Share Employee Number Expiration Date DivisionCooper Industries PLC • May 4th, 2012 • Electronic components & accessories • Texas
This Agreement is made between Cooper US, Inc., a Delaware corporation, having its principal office in Houston, Texas (the “Company”), and the undersigned, an employee of the Company or an Affiliate or Subsidiary of the Company (the “Employee”). Unless otherwise defined herein, all capitalized terms used in this Agreement are as defined in the Cooper Industries plc 2011 Omnibus Incentive Compensation Plan (the “Plan”). As used herein, the term “Company” shall include its Affiliates and Subsidiaries. The parties hereto have agreed as follows:
Cooper US, Inc. Executive Stock Incentive AgreementExecutive Stock Incentive Agreement • May 4th, 2012 • Cooper Industries PLC • Electronic components & accessories • Texas
This Agreement is made as of the day of 2012 between Cooper US, Inc., a Delaware corporation, having its principal place of business in Houston, Texas (the “Company”) and an Executive of the Company or an Affiliate or Subsidiary of the Company (“Executive”). All capitalized terms used in this Agreement are as defined in the Cooper Industries plc 2011 Omnibus Incentive Compensation Plan (the “Plan”), unless otherwise defined in this Agreement. As used herein, the term “Company” shall include its Affiliates and Subsidiaries.
EXHIBIT 10 COOPER INDUSTRIES, INC. EXECUTIVE STOCK INCENTIVE AGREEMENT This Agreement is made as of the 10th day of February 2004 between Cooper Industries, Inc., an Ohio Corporation, having its principal place of business in Houston, Texas (the...Executive Stock Incentive Agreement • May 7th, 2004 • Cooper Industries LTD • Electric lighting & wiring equipment
DATED MAY 21, 2012 COOPER INDUSTRIES PLC AND EATON CORPORATION EXPENSES REIMBURSEMENT AGREEMENT ARTHUR COX DUBLINExpenses Reimbursement Agreement • May 24th, 2012 • Cooper Industries PLC • Electronic components & accessories
EXHIBIT 10.15 This Agreement is made between Cooper Industries, Inc., an Ohio corporation, having its principal office in Houston, Texas (the "Company"), and the undersigned, an employee of the Company or a subsidiary of the Company (the "Employee")....Agreement • March 8th, 2004 • Cooper Industries LTD • Electric lighting & wiring equipment • Texas
Cooper Industries, LLC Cooper Industries, Ltd. Cooper Industries plc and The Bank of New York Mellon Trust Company, N.A. as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of September 8, 2009 Supplement to Indenture dated as of January 15, 1990 As...Fifth Supplemental Indenture • September 9th, 2009 • Cooper Industries LTD • Electric lighting & wiring equipment • New York
This FIFTH SUPPLEMENTAL INDENTURE, dated as of September 8, 2009 (this “Fifth Supplemental Indenture”), is made and entered into by and among Cooper Industries, LLC, a Delaware limited liability company (the “Company”); Cooper Industries, Ltd., a Bermuda company (the “Guarantor”), Cooper Industries plc, an Irish public limited company (the “New Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
DATED MAY 21, 2012 COOPER INDUSTRIES PLC, EATON CORPORATION, ABEIRON LIMITED, COMDELL LIMITED, TURLOCK B.V., AND TURLOCK CORPORATION TRANSACTION AGREEMENT ARTHUR COX DUBLINTransaction Agreement • May 24th, 2012 • Cooper Industries PLC • Electronic components & accessories • Ohio
Cooper US, Inc. Nonqualified Stock Option Agreement Granted to: Grant Date Number of Shares of Cooper Option Price Employee Number Industries Ordinary Shares Per Share Expiration Date DivisionCooper Industries PLC • April 30th, 2010 • Electric lighting & wiring equipment • Texas
This Agreement is made between Cooper US, Inc., a Delaware corporation, having its principal office in Houston, Texas (the “Company”), and the undersigned, an employee of the Company or an Affiliate of the Company (the “Employee”). Unless otherwise defined herein, all capitalized terms used in this Agreement are as defined in the Cooper Industries plc Amended and Restated Stock Incentive Plan (the “Plan”). The parties hereto have agreed as follows:
DEED OF INDEMNIFICATIONCooper Industries PLC • September 7th, 2010 • Electric lighting & wiring equipment
DEED OF INDEMNIFICATION (this “Deed”) by and among Cooper Industries plc, an Irish public limited company (the “Company”) and (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2005 • Cooper Industries LTD • Electric lighting & wiring equipment • New York
This REGISTRATION RIGHTS AGREEMENT dated November 8, 2005 (the “Agreement”) is entered into by and among Cooper US, Inc., a Delaware corporation (the “Company”), Cooper Industries, Ltd., a company existing under the laws of Bermuda (“Parent”), the subsidiaries (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) of Parent identified in Schedule 2 to the Purchase Agreement (as defined below) and Banc of America Securities LLC and Citigroup Global Markets Inc., as representatives (together, the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named in Schedule 1 to the Purchase Agreement.
Cooper US, Inc. Executive Stock Incentive AgreementExecutive Stock Incentive Agreement • August 6th, 2009 • Cooper Industries LTD • Electric lighting & wiring equipment
This Agreement is made as of the 8th day of February, 2009 between Cooper US, Inc., a Delaware corporation, having its principal place of business in Houston, Texas (the “Company”) and , an Executive of the Company (“Executive”). All capitalized terms used in this Agreement are as defined in the Cooper Industries Stock Incentive Plan (the “Plan”), unless otherwise defined in this Agreement.
Cooper US, Inc. Executive Stock Incentive AgreementStock Incentive Agreement • May 7th, 2007 • Cooper Industries LTD • Electric lighting & wiring equipment
This Agreement is made as of the 13th day of February 2007 between Cooper US, Inc., a Delaware corporation, having its principal place of business in Houston, Texas (the “Company”) and (NAME), an Executive of the Company (“Executive”). All capitalized terms used in this Agreement are as defined in the Cooper Industries Stock Incentive Plan (the “Plan”), unless otherwise defined in this Agreement.
Cooper US, Inc. Executive Stock Incentive AgreementExecutive Stock Incentive Agreement • May 6th, 2011 • Cooper Industries PLC • Electric lighting & wiring equipment
This Agreement is made as of the 14th day of February 2011 between Cooper US, Inc., a Delaware corporation, having its principal place of business in Houston, Texas (the “Company”) and an Executive of the Company or an Affiliate of the Company (“Executive”). All capitalized terms used in this Agreement are as defined in the Cooper Industries plc Amended and Restated Stock Incentive Plan (the “Plan”), unless otherwise defined in this Agreement.
BENEFITS CONTINUATION AGREEMENTBenefits Continuation Agreement • November 8th, 2010 • Cooper Industries PLC • Electric lighting & wiring equipment • Texas
This BENEFITS CONTINUATION AGREEMENT (this “Agreement”) is made and entered into to be effective as of November 2, 2010 (the “Effective Date”) by and among Cooper Industries plc, an Irish corporation (“Cooper” or the “Company”), Cooper U.S., Inc. and Kirk S. Hachigian (“Executive”). Certain capitalized terms used in this Agreement are defined in Section 5 hereof.
