Cubic Corp /De/ Sample Contracts

Cubic Corp /De/ – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CUBIC CORPORATION (February 19th, 2019)

Cubic Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Cubic Corp /De/ – CUBIC CORPORATION 2015 INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (February 6th, 2019)

Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of performance based restricted stock units (“Performance Restricted Stock Units” or “PRSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each PRSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Performance Restricted Stock Unit Agreement (the “Dividend Equivalents”).  This award for Performance Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Performance Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Performance Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the term

Cubic Corp /De/ – CUBIC CORPORATION MANAGEMENT INCENTIVE BONUS PLAN (February 6th, 2019)

This Incentive Bonus Plan (the “Plan”) is intended to provide an additional incentive for management employees of Cubic Corporation and its subsidiaries (collectively, the “Company”), to perform to the best of their abilities, to further the growth, development and financial success of the Company, and to enable the Company to attract and retain highly qualified employees.  The Plan is for the benefit of the Participants (as defined below).

Cubic Corp /De/ – CUBIC CORPORATION 3,300,000 Shares of Common Stock Underwriting Agreement (November 29th, 2018)
Cubic Corp /De/ – CUBIC CORPORATION Amended and Restated Bylaws (November 14th, 2018)

The general purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware (“DGCL”).

Cubic Corp /De/ – Explanatory Note (August 17th, 2018)

Cubic Corporation (“we”, “our”, or “Cubic”) is filing this Exhibit 99.1 to our Current Report on Form 8-K to reissue our retrospectively revised and recast historical consolidated financial statements and other information included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017 (the “2017 Form 10-K”). Information included in this Exhibit 99.1 to our Current Report on Form 8-K presents the financial results of our former Cubic Global Defense Services (“CGD Services”) business as a discontinued operation for the years ended September 30, 2017, 2016 and 2015, and also reflects the disclosure of Cubic Mission Solutions (“CMS”) as a separate operating segment and reportable segment for the years ended September 30, 2017, 2016, and 2015. These updates are consistent with the presentation of discontinued operations and reportable segments included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed with the Securities and Exchange Com

Cubic Corp /De/ – Consent of Independent Registered Certified Public Accounting Firm (August 17th, 2018)
Cubic Corp /De/ – Cubic Corporation (August 17th, 2018)

Indenture dated as of [                     ] between Cubic Corporation, a company incorporated under the laws of Delaware (“Company”), and [                     ] (“Trustee”).

Cubic Corp /De/ – CUBIC CORPORATION AMENDMENT TO THE 2015 INCENTIVE AWARD PLAN (August 8th, 2018)

THIS AMENDMENT TO THE 2015 INCENTIVE AWARD PLAN (this “Amendment”), effective as of August 6, 2018 (the “Plan Amendment Date”), is made and adopted by CUBIC CORPORATION, a Delaware corporation (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan (as defined below).

Cubic Corp /De/ – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (June 1st, 2018)

On May 31, 2018, Nova Global Supply & Services, LLC (“Purchaser”), an entity affiliated with GC Valiant, LP, completed the previously announced purchase from Cubic Corporation (“Cubic”) of all of the issued and outstanding capital stock of Cubic Global Defense, Inc. and Omega Training Group, Inc., each a subsidiary of Cubic (collectively “CGD Services”), resulting in Purchaser owning all of the issued and outstanding capital stock of CGD Services (the “Sale”).

Cubic Corp /De/ – AMENDMENT TO SEPARATION AGREEMENT AND GENERAL RELEASE (May 2nd, 2018)

THIS AMENDMENT TO SEPARATION AGREEMENT AND GENERAL RELEASE (“Amendment”) is made effective as of the 10th day of April, 2018, by and between Cubic Corporation  (“CUBIC”), and John D. Thomas (“EMPLOYEE”).

Cubic Corp /De/ – AMENDMENT TO (May 2nd, 2018)

THIS AMENDMENT TO the CUBIC CORPORATION TRANSITION PROTECTION PLAN (this “Amendment”), effective as of May 1, 2018 (the “Plan Amendment Date”), is made and adopted by CUBIC CORPORATION, a Delaware corporation (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan (as defined below).

Cubic Corp /De/ – STOCK PURCHASE AGREEMENT by and among CUBIC GLOBAL DEFENSE, INC., a Delaware corporation, CUBIC CORPORATION, a Delaware corporation, and NOVA GLOBAL SUPPLY & SERVICES, LLC, a Delaware limited liability company Dated: April 18, 2018 (April 19th, 2018)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 18, 2018 (the “Execution Date”), by and among Nova Global Supply & Services, LLC, a Delaware limited liability company (the “Purchaser”), Cubic Corporation, a Delaware corporation (the “Seller”), and Cubic Global Defense, Inc., a Delaware corporation and a wholly-owned subsidiary of the Seller (the “Company”).

Cubic Corp /De/ – Divestiture of Non-OEM Training Services Business April 19th, 2018 Bradley H. Feldmann Chairman, President and Chief Executive Officer Anshooman Aga Executive Vice President and Chief Financial Officer (April 19th, 2018)
Cubic Corp /De/ – CUBIC CORPORATION 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT (February 6th, 2018)

Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”).  This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice

Cubic Corp /De/ – Cubic Reports Record Fourth Quarter and Fiscal Year 2017 Sales (November 20th, 2017)

San Diego — November 20, 2017 — Cubic Corporation (NYSE: CUB) today announced its financial results for the fourth quarter and fiscal year ended September 30, 2017.

Cubic Corp /De/ – July 11, 2017 John D. Thomas Re: Employment Transition Agreement (“Agreement”) Dear Jay, (August 3rd, 2017)

This Agreement will confirm our understanding with respect to the transition of your employment with Cubic Corporation (“Cubic”)  from Executive Vice President and Chief Financial Officer to Executive Advisor for the period of FY 2018, and the mutual separation of your employment with Cubic on October 1, 2018.

Cubic Corp /De/ – FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (May 8th, 2017)

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is among CUBIC CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”).

Cubic Corp /De/ – Re: First Amendment of Second Amended and Restated Note Purchase and Private Shelf Agreement. Ladies and Gentlemen: (May 8th, 2017)

Reference is made to the Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of August 11, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”),  by and among Cubic Corporation, a Delaware corporation (the “Company”), the Guarantors from time to time party thereto and the Purchasers from time to time party thereto.  Capitalized terms used herein without definition have the meanings ascribed to such terms in the Note Agreement.

Cubic Corp /De/ – 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT (February 9th, 2017)

Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”).  This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice

Cubic Corp /De/ – 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT (February 9th, 2017)

Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”).  This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice

Cubic Corp /De/ – 2015 EQUITY INCENTIVE PLAN (November 22nd, 2016)

Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”).  This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice

Cubic Corp /De/ – 2015 EQUITY INCENTIVE PLAN (November 22nd, 2016)

Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to the participant listed below (“Participant”),  an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”).  This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”)  is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Noti

Cubic Corp /De/ – Cubic Reports Fourth Quarter and Fiscal Year 2016 Results and Fiscal Year 2017 Financial Guidance (November 21st, 2016)

·                  Net income of $1.7 million or $0.06 per diluted share for the year, and net loss for the fourth quarter of $7.5 million or $0.29 per diluted share.

Cubic Corp /De/ – THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 11, 2016 among CUBIC CORPORATION, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent MUFG UNION BANK, N.A., as Syndication Agent and BANK OF THE WEST, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents (August 11th, 2016)
Cubic Corp /De/ – SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (August 11th, 2016)

Each Prudential Affiliate (as hereinafter defined) which is a signatory of this Agreement or becomes bound by certain provisions of this Agreement as hereinafter provided)

Cubic Corp /De/ – Cubic Reports Improved Third Quarter Fiscal Year 2016 Results (August 3rd, 2016)

·                Cash flows from operating activities of $43.1 million for the quarter compared to cash used in operations of $14.6 million last year

Cubic Corp /De/ – CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SEPARATION AGREEMENT AND GENERAL RELEASE (August 3rd, 2016)

This Separation Agreement and General Release ("Agreement") is made by and between Cubic Global Defense, Inc.("CUBIC") and Bill Toti (“EMPLOYEE"), as of the date both parties have signed it below, with respect to the following facts:

Cubic Corp /De/ – Cubic Reports Second Quarter Fiscal Year 2016 Results and Updates Guidance (May 2nd, 2016)

Sales guidance for fiscal 2016 revised to $1.51 billion to $1.56 billion; EPS guidance revised to $1.20 to $1.40 per diluted share; EBITDA(1) guidance revised to $70 million to $85 million, Adjusted EBITDA(1)(2) guidance revised to $130 million to $145 million

Cubic Corp /De/ – CUBIC CORPORATION MANAGEMENT INCENTIVE BONUS PLAN (May 2nd, 2016)

This Incentive Bonus Plan (the “Plan”) is intended to provide an additional incentive for management employees of Cubic Corporation and its subsidiaries (collectively, the “Company”), to perform to the best of their abilities, to further the growth, development and financial success of the Company, and to enable the Company to attract and retain highly qualified employees. The Plan is for the benefit of the Participants (as defined below).

Cubic Corp /De/ – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 12, 2014 (February 4th, 2016)

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is among CUBIC CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”).

Cubic Corp /De/ – CUBIC CORPORATION 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT (February 4th, 2016)

Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”).  This award for Restricted Stock Units and Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted

Cubic Corp /De/ – CUBIC REGIONAL POLICY (United States) SEVERANCE POLICY (February 4th, 2016)

To establish a policy and procedure for providing severance benefits to assist employees who are terminated from employment due to no fault of their own.  When severance benefits are offered in accordance with this policy, it is with the intent to treat employees fairly and with consideration of their years of service to the Company.

Cubic Corp /De/ – AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (February 3rd, 2016)

Each Prudential Affiliate (as hereinafter defined) which is a signatory of this Agreement or becomes bound by certain provisions of this Agreement as hereinafter provided)

Cubic Corp /De/ – SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 2, 2016 (February 3rd, 2016)

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is among CUBIC CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”).