SUBJECT: STOCK OPTION AWARD DATE:Stock Option Agreement • April 3rd, 2006 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
WITNESSETH:Security Agreement • March 31st, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
WITNESSETH:Loan Agreement • March 15th, 2004 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
EXHIBIT 4.8 SECOND AMENDMENT, LIMITED WAIVER AND CONSENT THIS SECOND AMENDMENT, LIMITED WAIVER AND CONSENT dated as of August 10, 2005 (this "Amendment"), by and among EMS TECHNOLOGIES, INC., a Georgia corporation (the "Borrower"), the Lenders listed...Ems Technologies Inc • April 3rd, 2006 • Radio & tv broadcasting & communications equipment • Georgia
WITNESSETHStock Option Agreement • April 3rd, 2006 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 4.7 FIRST AMENDMENT TO U.S. REVOLVING CREDIT AGREEMENT This FIRST AMENDMENT TO U.S. REVOLVING CREDIT AGREEMENT dated as of February 11, 2005 (this "Amendment") by and among EMS TECHNOLOGIES, INC., a Georgia corporation (the "Borrower"), the...Revolving Credit Agreement • March 31st, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
WITNESSETH:Loan Agreement • September 1st, 2004 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
EXHIBIT 5.1 INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS AGREEMENT is made as of December 10, 2004 by EMS Technologies Canada, Ltd. ("EMS Canada") in favour of Bank of America, National Association (Canada branch), as Canadian collateral agent for...Intellectual Property Security Agreement • March 31st, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Ontario
Outside Directors (Continuing) 4/30/99 EMS TECHNOLOGIES, INC. 1997 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, entered into as of the __th day of____, ____ (the 'Date of Grant'), by and between EMS TECHNOLOGIES, INC., a...Stock Option Agreement • March 30th, 2000 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
FORM OF REVOLVING CREDIT NOTEEms Technologies Inc • March 31st, 2005 • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, the undersigned, EMS Technologies, Inc., a Georgia corporation (THE "BORROWER"), hereby unconditionally promises to pay to the order of ________________________ (the "LENDER") or its registered assigns, at the office of SunTrust Bank ("SUNTRUST") at 303 Peachtree Street, N.E., 25th Floor, Atlanta, Georgia 30308, on the Commitment Termination Date (as defined in the U.S. Revolving Credit Agreement dated as of December 10, 2004 (as the same may be amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement), among the Borrower, the Lenders from time to time party thereto and SunTrust, as Administrative Agent for the Lenders), the principal amount of ________________, or if the outstanding principal amount of all Revolving Loans is different than such amount, the aggregate unpaid principal amount of all Revolvi
EXHIBIT 2.01 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 2nd, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • British Columbia
AMENDING AGREEMENTAmending Agreement • December 2nd, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 4.9 GENERAL SECURITY AGREEMENT THIS AGREEMENT is made as of December ______, 2004 BETWEEN: EMS TECHNOLOGIES CANADA, LTD., a corporation incorporated under the laws of Canada (hereinafter referred to as the "Debtor")General Security Agreement • March 16th, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Ontario
ARTICLE ISplit Dollar Insurance Agreement • March 31st, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
EXHIBIT 4.3 U.S. REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 10, 2004Revolving Credit Agreement • March 16th, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
AGREEMENT AND PLAN OF MERGER among EMS TECHNOLOGIES, INC., HONEYWELL INTERNATIONAL INC. and EGRET ACQUISITION CORP. Dated June 13, 2011Agreement and Plan of Merger • June 13th, 2011 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 13, 2011, among EMS Technologies, Inc., a Georgia corporation (the “Company”), Honeywell International Inc., a Delaware corporation (“Parent”), and Egret Acquisition Corp., a Georgia corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
EXHIBIT 4.20 CONSENT AND AMENDMENT AGREEMENT THIS CONSENT AND AMENDMENT AGREEMENT dated as of February ____, 2006 (this "Consent"), by and among EMS TECHNOLOGIES CANADA, LTD., a Canadian corporation (the "Borrower"), EMS TECHNOLOGIES, INC., a Georgia...Consent and Amendment Agreement • April 3rd, 2006 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Ontario
AMENDED AND RESTATED EXECUTIVE PROTECTION AGREEMENTExecutive Protection Agreement • June 27th, 2011 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
THIS AGREEMENT, as amended and restated effective as of the 23rd day of June, 2011, by and between EMS TECHNOLOGIES, INC., a Georgia corporation (the “Company”), and Gary B. Shell (the “Executive”), supersedes and replaces entirely any and all previous agreements between the Company and Executive that provides Executive with post-termination compensation, following a change in the control of the Company, of a nature or in amounts not otherwise provided under the terms of programs and policies applicable to the Company’s employees generally.
EXHIBIT 4.18 SECOND AMENDMENT TO CANADIAN REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT TO CANADIAN REVOLVING CREDIT AGREEMENT dated as of June 24, 2005 (this "AMENDMENT") by and among EMS TECHNOLOGIES CANADA, LTD., a corporation incorporated under...Canadian Revolving Credit Agreement • April 3rd, 2006 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Ontario
WITNESSETH:Trademark Security Agreement • March 16th, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
EXHIBIT 10.17 EMS TECHNOLOGIES, INC. EXECUTIVE OFFICER'S INDEMNIFICATION AGREEMENT THIS AGREEMENT is made as of _______________, between EMS Technologies, Inc., a Georgia corporation ("Corporation"), and ____________________________ ("Officer")....Indemnification Agreement • March 15th, 2004 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
WITNESSETH:Pledge Agreement • March 31st, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
EXHIBIT 5.2 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December __, 2004, among each of the parties listed on Schedule I hereto and each other subsidiary of the Parent hereafter a party hereto (each a "Pledgor" and...Pledge Agreement • March 31st, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
EMS TECHNOLOGIES, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, entered into as of the 7th day of January, 2000 (the 'Date of Grant'), by and between EMS TECHNOLOGIES, INC. a Georgia corporation (hereinafter referred to as the...Stock Option Agreement • March 30th, 2000 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
DIRECTOR'S INDEMNIFICATION AGREEMENTS Indemnification Agreement • March 15th, 2004 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
EXHIBIT 10.1 CREDIT AMENDING AGREEMENT THIS CREDIT AMENDING AGREEMENT dated as of February 1, 2004 is entered into by and among Canadian Imperial Bank of Commerce (the "LENDER"), EMS Technologies Canada Ltd. (the "BORROWER") and EMS Technologies Inc.,...Credit Amending Agreement • May 12th, 2004 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Ontario
Exhibit 10.16 JEP 1/27/95 ELECTROMAGNETIC SCIENCES, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, entered into as of the 27th day of January, 1995 (the "Date of Grant"), by and between Electromagnetic Sciences, Inc., a Georgia corporation...Stock Option Agreement • March 29th, 1996 • Electromagnetic Sciences Inc • Electronic components, nec
EXHIBIT 5.5 REVOLVING CREDIT NOTEEms Technologies Inc • March 31st, 2005 • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, the undersigned, EMS Technologies Canada, Ltd., a corporation incorporated under the laws of Canada (the "Borrower"), hereby unconditionally promises to pay to the order of Bank of America, National Association (the "Lender") or its registered assigns, at the office of Bank of America, National Association (Canada branch), Canadian Administrative Agent and Funding Agent for the Lenders (the "Administrative Agent) at 200 Front Street West, Suite 2700, Toronto, Ontario M5V 3L2, on the Commitment Termination Date (as defined in the Canadian Revolving Credit Agreement dated as of December 10, 2004 between the Borrower, EMS Technologies Inc., the lenders from time to time party thereto (the "Lenders") and the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement") the principal amount of U.S.$30,000,000, or if the outstanding principal amount of all Revolving Loans is less than U.S. $30,000,000, the
ELECTROMAGNETIC SCIENCES, INC. AMENDMENT TO RESTRICTED STOCK AWARD RESTRICTION AGREEMENTRestricted Stock Award Restriction Agreement • March 29th, 1996 • Electromagnetic Sciences Inc • Electronic components, nec
TO: FROM: Paul B. Domorski, CEO SUBJECT: Restricted Stock Award DATE:Ems Technologies Inc • March 16th, 2009 • Radio & tv broadcasting & communications equipment
WITNESSETH1992 Stock Incentive Plan Stock Option Agreement • March 15th, 2004 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
AGREEMENT AND PLAN OF MERGER BY AND AMONG EMS TECHNOLOGIES, INC., EMS ACQUISITIONS, INC., FORMATION, INC. AND NIM EVATT, SOLELY AS STOCKHOLDER REPRESENTATIVE Dated December 11, 2008Agreement and Plan of Merger • January 15th, 2009 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated December 11, 2008, is made and entered into by and among EMS TECHNOLOGIES, INC., a Georgia corporation (the “Purchaser”), EMS ACQUISITIONS, INC., a New Jersey corporation and wholly owned subsidiary of the Purchaser (“Merger Sub”), FORMATION, INC., a New Jersey corporation (the “Company”), and, solely in his capacity as the Stockholder Representative (as defined below) hereunder, Nim Evatt. The Purchaser, Merger Sub and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.” Certain capitalized terms that are used in this Agreement are defined in Exhibit A.
CANADIAN REVOLVING NOTEEms Technologies Inc • March 16th, 2009 • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, the EMS Technologies Canada, Ltd., a Canadian federal corporation (the “Canadian Borrower”) hereby promises to pay to Wachovia Bank, N.A. or registered assigns (the “Canadian Lender”) in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Canadian Revolving Loan from time to time made by the Canadian Lender to the Canadian Borrower under that certain Credit Agreement dated as of February 29, 2008 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among EMS Technologies, Inc., a Georgia corporation, the Canadian Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of America, National Association, acting through its Canada branch, as Canadian Administrative Agent and Canadian L/C Issuer. Capitalized terms used but not
EXHIBIT 4.19 THIRD AMENDMENT, LIMITED WAIVER AND CONSENT THIS THIRD AMENDMENT, LIMITED WAIVER AND CONSENT is dated as of August 10, 2005 (this "AMENDMENT") by and among EMS TECHNOLOGIES CANADA, LTD., a corporation incorporated under the laws of Canada...Ems Technologies Inc • April 3rd, 2006 • Radio & tv broadcasting & communications equipment • Ontario
THIRD AMENDMENT AND CONSENTEms Technologies Inc • March 16th, 2007 • Radio & tv broadcasting & communications equipment • Georgia
THIS THIRD AMENDMENT AND CONSENT dated as of November 30, 2006 (this “Amendment”), by and among EMS TECHNOLOGIES, INC., a Georgia corporation (the “Borrower”), the Lenders listed on the signature page hereof and SUNTRUST BANK, in its capacity as the Administrative Agent (the “Administrative Agent”).
