Ems Technologies Inc Sample Contracts

SUBJECT: STOCK OPTION AWARD DATE:
Stock Option Agreement • April 3rd, 2006 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
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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
WITNESSETH
Stock Option Agreement • April 3rd, 2006 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
WITNESSETH:
Loan Agreement • September 1st, 2004 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
EXHIBIT 2.01 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 2nd, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • British Columbia
AMENDING AGREEMENT
Amending Agreement • December 2nd, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment
FORM OF REVOLVING CREDIT NOTE
Ems 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

ARTICLE I
Split 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, 2004
Revolving 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, 2011
Agreement 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”).

AMENDED AND RESTATED EXECUTIVE PROTECTION AGREEMENT
Executive 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.

WITNESSETH:
Trademark Security Agreement • March 16th, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
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Pledge Agreement • March 31st, 2005 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
DIRECTOR'S INDEMNIFICATION AGREEMENT
S Indemnification Agreement • March 15th, 2004 • Ems Technologies Inc • Radio & tv broadcasting & communications equipment • Georgia
COMMON STOCK
Ems Technologies Inc • February 14th, 2006 • Radio & tv broadcasting & communications equipment • Florida
EXHIBIT 5.5 REVOLVING CREDIT NOTE
Ems 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 AGREEMENT
Restricted 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
WITNESSETH
1992 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, 2008
Agreement 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 NOTE
Ems 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

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