Knowles Corp Sample Contracts

KNOWLES CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 4, 2016 3.25% Convertible Senior Notes due 2021
Indenture • May 4th, 2016 • Knowles Corp • Household audio & video equipment • New York

INDENTURE dated as of May 4, 2016 between KNOWLES CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

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May 11, 2016
Knowles Corp • May 13th, 2016 • Household audio & video equipment

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Knowles Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

To: Knowles Corporation Itasca, Illinois 60143 Attention: Nilson Rodrigues Title: VP & Treasurer Telephone No.: #####
Letter Agreement • May 13th, 2016 • Knowles Corp • Household audio & video equipment • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Knowles Corporation (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

REVOLVING CREDIT FACILITY AGREEMENT dated as of October 11, 2017, among KNOWLES CORPORATION, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., MERRILL...
Credit Agreement • October 13th, 2017 • Knowles Corp • Household audio & video equipment • New York

CREDIT AGREEMENT dated as of October 11, 2017 (this “Agreement”), among KNOWLES CORPORATION, KNOWLES LUXEMBOURG INTERNATIONAL S.À R.L., the other BORROWING SUBSIDIARIES from time to time party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 3rd, 2014 • Knowles Corp • Household audio & video equipment • New York

This Transition Services Agreement (this “Services Agreement”) is made as of this 28th day of February, 2014 by and between (i) Dover Corporation, a Delaware corporation (“Dover”), and (ii) Knowles Corporation, a Delaware corporation (“Knowles”). Each of Dover and Knowles is sometimes referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1.

SEPARATION AND DISTRIBUTION AGREEMENT by and between DOVER CORPORATION and KNOWLES CORPORATION Dated as of February 28, 2014
Separation and Distribution Agreement • March 3rd, 2014 • Knowles Corp • Household audio & video equipment • New York

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of February 28, 2014, by and between Dover Corporation, a Delaware corporation (“Dover”), and Knowles Corporation, a Delaware corporation (“Knowles”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.

TAX MATTERS AGREEMENT Between DOVER CORPORATION on behalf of itself and the DOVER AFFILIATES and KNOWLES CORPORATION on behalf of itself and the KNOWLES AFFILIATES
Tax Matters Agreement • March 3rd, 2014 • Knowles Corp • Household audio & video equipment • New York

This Tax Matters Agreement (the “Agreement”) is entered into as of the 28th day of February, 2014, between Dover Corporation (“Dover”), a Delaware corporation, and Knowles Corporation (“Knowles”), a Delaware corporation.

EMPLOYEE MATTERS AGREEMENT by and between DOVER CORPORATION and KNOWLES CORPORATION Dated as of February 28, 2014
Employee Matters Agreement • March 3rd, 2014 • Knowles Corp • Household audio & video equipment • New York

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of February 28, 2014, by and between Dover Corporation, a Delaware corporation (“Dover”), and Knowles Corporation, a Delaware corporation (“Knowles” and together with Dover, the “Parties” and each a “Party”).

KNOWLES CORPORATION Purchase Agreement
Knowles Corp • May 4th, 2016 • Household audio & video equipment • New York

Knowles Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $150,000,000 principal amount of its 3.25% Convertible Senior Notes due 2021 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $22,500,000 principal amount of its 3.25% Convertible Senior Notes due 2021 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 3.25% Convertible Senior Notes due 2021 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), or a combination of cash and Common Stock,

TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • April 30th, 2015 • Knowles Corp • Household audio & video equipment • Delaware

THIS TENDER AND SUPPORT AGREEMENT, dated as April 29, 2015 (this “Agreement”), is entered into by and between Knowles Corporation, a Delaware corporation (“Parent”), and [__] (the “Stockholder”).

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • January 30th, 2014 • Knowles Corp • Household audio & video equipment • Delaware

AGREEMENT made as of this 1st day of February 21, 2000 by and between DOVER CORPORATION, a Delaware corporation (the “Corporation”), and David Wightman (the “Executive”);

AGREEMENT AND PLAN OF MERGER among KNOWLES CORPORATION, ORANGE SUBSIDIARY, INC. and AUDIENCE, INC. Dated as of April 29, 2015
Agreement and Plan of Merger • April 30th, 2015 • Knowles Corp • Household audio & video equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 29, 2015, is by and among Knowles Corporation, a Delaware corporation (“Parent”), Orange Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Audience, Inc., a Delaware corporation (the “Company”).

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 21st, 2017 • Knowles Corp • Household audio & video equipment • New York

SECOND AMENDMENT dated as of November 19, 2015 (this “Amendment”), to CREDIT AGREEMENT among KNOWLES CORPORATION (the “Company”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.

Replacement SSAR Agreement Grant Date: [ ]
Ssar Agreement • March 11th, 2014 • Knowles Corp • Household audio & video equipment

In connection with the spin-off of Knowles Corporation from Dover Corporation, this Replacement Stock Settled Appreciation Right (“SSAR”) Award is granted to you under the Knowles Corporation 2014 Equity and Cash Incentive Plan (“Plan”) in substitution for the SSAR awards made to you under the Dover Corporation Equity and Cash Incentive Plans. Your SSAR award is subject to all the terms and provisions of the Plan, which terms and provisions are expressly incorporated into and made a part of the award as if set forth in full herein. A copy of the Plan can be found on the Merrill Lynch stock plan administration website.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 30th, 2015 • Knowles Corp • Household audio & video equipment • New York

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of April 17, 2015, among KNOWLES CORPORATION (the “Company”), KNOWLES LUXEMBOURG INTERNATIONAL S.À R.L. (the “Luxembourg Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent under the Credit Agreement referred to below.

Contract
Credit Agreement • February 11th, 2016 • Knowles Corp • Household audio & video equipment
Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • February 21st, 2017 • Knowles Corp • Household audio & video equipment

Your restricted stock unit award is subject to all the terms and provisions of the Knowles Corporation 2016 Equity and Cash Incentive Plan ("Plan"), which terms and provisions are expressly incorporated into and made a part of the award as if set forth in full herein. A copy of the Plan can be found on the Merrill Lynch stock plan administration website.

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Contract
Fourth • April 27th, 2016 • Knowles Corp • Household audio & video equipment • New York

FOURTH AMENDMENT dated as of April 27, 2016 (this “Amendment”), to the CREDIT AGREEMENT referred to below among KNOWLES CORPORATION (the “Company”), the Lenders party thereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.

Repayment Agreement Form
Repayment Agreement • January 30th, 2014 • Knowles Corp • Household audio & video equipment • Illinois

The following form must be signed and returned to the Consultant prior to issuance of any funds related to the relocation.

Stock Option Award Agreement Grant Date: [ ]
Stock Option Award Agreement • March 11th, 2014 • Knowles Corp • Household audio & video equipment

Your Stock Option award is subject to all the terms and provisions of the Knowles Corporation 2014 Equity and Cash Incentive Plan (“Plan”), which terms and provisions are expressly incorporated into and made a part of the award as if set forth in full herein. A copy of the Plan can be found on the Merrill Lynch stock plan administration website.

Stock Option Award Agreement
Stock Option Award Agreement • February 21st, 2017 • Knowles Corp • Household audio & video equipment

Your Stock Option award is subject to all the terms and provisions of the Knowles Corporation 2016 Equity and Cash Incentive Plan ("Plan"), which terms and provisions are expressly incorporated into and made a part of the award as if set forth in full herein. A copy of the Plan can be found on the Merrill Lynch stock plan administration website.

ADOPTION AGREEMENT #005 NONSTANDARDIZED 401(k) PLAN [Related Employers only]
Adoption Agreement • March 3rd, 2014 • Knowles Corp • Household audio & video equipment

[Note: If the Employer does not elect 41(a), the Employer under 41(b) must elect immediate vesting or must elect a top-heavy or modified top-heavy vesting schedule. The modified top-heavy schedule of Election 41(b)(4) must satisfy Code §416. A top-heavy schedule must apply to Regular Matching Contributions and to Additional Matching Contributions. See Section 5.03(A)(1). The Employer as to Nonelective Contributions only may elect one of Elections 41(b)(5), (6), or (7) in addition to electing a top-heavy schedule. The Employer must complete Election 41(c) if it elects any non-top-heavy schedule. If the Employer does not elect a non-top-heavy schedule, the elected top-heavy schedule(s) applies to all Plan Years. If the Employer elects 41(b)(7), the modified non-top-heavy schedule must satisfy Code §411(a)(2). If the Employer elects Additional Matching under Election 30(h), the Employer should elect vesting under the Additional Matching column in this Election 41(b). That election applies

Knowles Corporation Stock Option Agreement
Stock Option Agreement • November 15th, 2013 • Knowles Corp • Household audio & video equipment

We are pleased to inform you that the Compensation Committee of Knowles Corporation (“Knowles”) has granted you a stock option award under the terms of the Knowles Corporation 2014 Equity and Cash Incentive Plan (the “ Plan”). Congratulations!

Restricted Stock Unit Award Agreement Grant Date: [ ]
Restricted Stock Unit Award Agreement • March 11th, 2014 • Knowles Corp • Household audio & video equipment

Your restricted stock unit award is subject to all the terms and provisions of the Knowles Corporation 2014 Equity and Cash Incentive Plan (“Plan”), which terms and provisions are expressly incorporated into and made a part of the award as if set forth in full herein. A copy of the Plan can be found on the Merrill Lynch stock plan administration website.

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