VOTING AGREEMENTVoting Agreement • February 8th, 2002 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Massachusetts
1 EXHIBIT 1.3 EMERSON ELECTRIC CO. MEDIUM-TERM NOTES Due from 9 Months or more from Date of Issue U.S. DISTRIBUTION AGREEMENTTerms Agreement • September 24th, 1999 • Emerson Electric Co • Industrial instruments for measurement, display, and control • New York
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with...Joint Filing Agreement • February 8th, 2002 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip)
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
Exhibit 1.1 EMERSON ELECTRIC CO. Debt Securities Underwriting Agreement Standard ProvisionsEmerson Electric Co • November 6th, 1998 • Industrial instruments for measurement, display, and control • New York
STOCKHOLDER OPTION AGREEMENT AGREEMENT dated as of October 17, 1997 between Emerson Electric Co., a Missouri corporation ("Buyer"), and Ronald G. Canada (the "Stockholder"). W I T N E S S E T H: WHEREAS, immediately prior to the execution of this...Agreement • October 22nd, 1997 • Emerson Electric Co • Industrial instruments for measurement, display, and control • Delaware
Page ---- ARTICLE 1 The Merger Section 1.1. The Merger......................................... 1 Section 1.2. Conversion of Shares............................... 2 Section 1.3. Surrender and Payment.............................. 2 Section 1.4. Stock...Agreement and Plan of Merger • October 22nd, 1997 • Emerson Electric Co • Industrial instruments for measurement, display, and control • Delaware
andIndenture • December 23rd, 1998 • Emerson Electric Co • Industrial instruments for measurement, display, and control • New York
Exhibit 4Rights Agreement • October 17th, 1997 • Emerson Electric Co • Industrial instruments for measurement, display, and control
Exhibit 10(a) Knight Amended and Restated Employment Agreement AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT by and between EMERSON ELECTRIC CO., a Missouri corporation ("Emerson"), and CHARLES F. KNIGHT ("Employee") was first made as of...Employment Agreement • December 22nd, 2000 • Emerson Electric Co • Industrial instruments for measurement, display, and control • Missouri
EXHIBIT 5 JOINDER AGREEMENT TO THE VOTING AGREEMENT The undersigned, Robinson Hill L.P., is the transferee of 500,000 shares of common stock of MKS Instruments, Inc. ("MKS") from Claire Bertucci, and hereby joins in that certain Voting Agreement (the...Voting Agreement • February 8th, 2002 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip)
The undersigned, Robinson Hill L.P., is the transferee of 500,000 shares of common stock of MKS Instruments, Inc. ("MKS") from Claire Bertucci, and hereby joins in that certain Voting Agreement (the "Voting Agreement"), dated October 30, 2001, among Emerson Electric Co. and John R. Bertucci, Claire R. Bertucci and the trusts set forth on Schedule 1 of the Voting Agreement, pursuant to Section 5.01 of the Voting Agreement. From and after the date hereof, the undersigned shall be deemed to be a Stockholder under the Voting Agreement and shall be bound by the terms and subject to the benefits thereof in such capacity and to the same extent as if it was an original party thereto.
EMERSON ELECTRIC CO. Debt Securities Underwriting Agreement Standard Provisions September 17, 2020Underwriting Agreement • September 21st, 2020 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • New York
The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture (the “Indenture”), dated as of December 10, 1998, between the Company and Wells Fargo Bank, National Association (the “Trustee”) as successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York). The Pricing Agreement, including the provisions incorporated therein by reference, is herein referred to as the “Underwriting Agreement.” Unless otherwise defined herein, terms defined in the Pricing Agreement are used herein as therein defined.
AGREEMENT AND PLAN OF MERGER by and among EMERSON ELECTRIC CO., EMERSUB CXIV, INC. and NATIONAL INSTRUMENTS CORPORATION Dated as of April 12, 2023Agreement and Plan of Merger • April 12th, 2023 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 12, 2023 (this “Agreement”), by and among Emerson Electric Co., a Missouri corporation (“Parent”), Emersub CXIV, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and National Instruments Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub, and the Company are referred to herein as the “parties” and each, a “party.”
betweenAgreement and Plan of Merger • February 8th, 2002 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Massachusetts
VOTING AGREEMENTVoting Agreement • February 13th, 2006 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • New York
VOTING AGREEMENT (this “Agreement”), dated as of February 1, 2006 between Emerson Electric Co., a Missouri corporation (“Parent”), and Edward S. Croft III (“Stockholder”).
FORM OF UNDERWRITING AND PRICING AGREEMENTS] EMERSON ELECTRIC CO. Debt Securities Underwriting Agreement Standard Provisions [Date]Emerson Electric Co • November 22nd, 2011 • Electronic & other electrical equipment (no computer equip) • New York
The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture (the “Indenture”), dated as of December 10, 1998, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (successor to The Bank of New York). The Pricing Agreement, including the provisions incorporated therein by reference, is herein referred to as the “Underwriting Agreement.” Unless otherwise defined herein, terms defined in the Pricing Agreement are used herein as therein defined.
DATED MAY 22, 2019 ISSUER EMERSON ELECTRIC CO. PAYING AGENT ELAVON FINANCIAL SERVICES DAC, UK BRANCH TRANSFER AGENT REGISTRAR - AND - TRUSTEE WELLS FARGO BANK, NATIONAL ASSOCIATION AGENCY AGREEMENT relating to Notes issued pursuant to a registration...Agency Agreement • May 22nd, 2019 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • New York
CREDIT AGREEMENTCredit Agreement • May 2nd, 2014 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • New York
THIS CREDIT AGREEMENT, dated as of April 30, 2014, is by and among EMERSON ELECTRIC CO., the LENDERS, the LC ISSUERS and JPMORGAN CHASE BANK, N.A., as Agent. The parties hereto agree as follows:
FORM OF UNDERWRITING AND PRICING AGREEMENTS] EMERSON ELECTRIC CO. Debt Securities Underwriting Agreement Standard Provisions [Date]Emerson Electric Co • November 13th, 2023 • Electronic & other electrical equipment (no computer equip)
The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture (the “Indenture”), dated as of December 10, 1998, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, in such capacity, the trustee (the “Trustee”). Wells Fargo Bank, National Association was successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York). The Pricing Agreement, including the provisions incorporated therein by reference, is herein referred to as the “Underwriting Agreement.” Unless otherwise defined herein, terms defined in the Pricing Agreement are used herein as therein defined.
Surendralal L. Karsanbhai Chief Executive Officer Emerson 8000 West Florissant Avenue. P.O. Box 4100 St. Louis, MO 63136-8506 USALetter Agreement • March 12th, 2021 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Missouri
This Letter Agreement (the “Agreement”) sets out the terms of your separation from Emerson Electric Co., including your resignation as an employee and officer of Emerson. Throughout this Agreement, the term “Emerson” means Emerson Electric Co. together with any and all other entities owned directly or indirectly, in whole or in part, by Emerson Electric Co. Your separation of employment and the terms of this Agreement are effective as of February 16, 2021 (the “Separation Date”).
EMERSON ELECTRIC CO. as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Original Trustee and WELLS FARGO BANK, NATIONAL ASSOCIATION as Series Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 15, 2019 €500,000,000 1.250% Notes...First Supplemental Indenture • January 15th, 2019 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of January 15, 2019 (this “First Supplemental Indenture”), by and among EMERSON ELECTRIC CO., a Missouri corporation (the “Issuer”), The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to The Bank of New York, as the original trustee (the “Original Trustee”) and Wells Fargo Bank, National Association, a national banking association, as the series trustee (the “Series Trustee”).
AGREEMENT AND PLAN OF MERGER dated as of October 5, 2009 among AVOCENT CORPORATION, EMERSON ELECTRIC CO. and GLOBE ACQUISITION CORPORATIONAgreement and Plan of Merger • October 9th, 2009 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 5, 2009, among AVOCENT CORPORATION, a Delaware corporation (the “Company”), EMERSON ELECTRIC CO., a Missouri corporation (“Parent”), and GLOBE ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT AND PLAN OF MERGERThe Transaction Agreement and Plan of Merger • May 4th, 2022 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip)
This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of March 23, 2022, is by and among Aspen Technology, Inc., a Delaware corporation (“Aspen”), Emerson Electric Co., a Missouri corporation (“Emerson”), EMR Worldwide Inc., a Delaware corporation and a wholly owned subsidiary of Emerson (“Emerson Sub”), Emersub CX, Inc., a Delaware corporation and a wholly owned subsidiary of Emerson (“Newco”), and Emersub CXI, Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Subsidiary”). Each of Aspen, Emerson, Emerson Sub, Newco and Merger Subsidiary is referred to as a “Party,” and collectively, as the “Parties.”
GLOBAL NOTEEmerson Electric Co • May 22nd, 2019 • Electronic & other electrical equipment (no computer equip)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
Exhibit 1 1998 RIGHTS AGREEMENT EMERSON ELECTRIC CO.1998 Rights Agreement • October 6th, 1998 • Emerson Electric Co • Industrial instruments for measurement, display, and control • New York
EXHIBIT 3 SHAREHOLDER AGREEMENTShareholder Agreement • February 8th, 2002 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Massachusetts
EMERSON ELECTRIC CO. Debt Securities Underwriting Agreement Standard Provisions December 7, 2021Underwriting Agreement • December 9th, 2021 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • New York
The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture (the “Indenture”), dated as of December 10, 1998, between the Company and Wells Fargo Bank, National Association (the “Trustee”) as successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York). The Pricing Agreement, including the provisions incorporated therein by reference, is herein referred to as the “Underwriting Agreement.” Unless otherwise defined herein, terms defined in the Pricing Agreement are used herein as therein defined.
VOTING AGREEMENTVoting Agreement • February 13th, 2006 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • New York
VOTING AGREEMENT (this “Agreement”), dated as of February 1, 2006 between Emerson Electric Co., a Missouri corporation (“Parent”), and Lawrence J. Matthews (“Stockholder”).
FORM OF UNDERWRITING AND PRICING AGREEMENTS] EMERSON ELECTRIC CO. Debt Securities Underwriting Agreement Standard Provisions [Date]Ladies and Gentlemen • November 20th, 2017 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • New York
The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture (the “Indenture”), dated as of December 10, 1998, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (successor to The Bank of New York). The Pricing Agreement, including the provisions incorporated therein by reference, is herein referred to as the “Underwriting Agreement.” Unless otherwise defined herein, terms defined in the Pricing Agreement are used herein as therein defined.
SHARE PURCHASE AGREEMENT BY AND BETWEEN EMERSON ELECTRIC CO. AND PENTAIR PLC DATED AS OF AUGUST 18, 2016Share Purchase Agreement • November 16th, 2016 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of August 18, 2016, by and between Emerson Electric Co., a Missouri corporation (“Buyer”), and Pentair plc, an Irish public limited company (“Parent”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 10th, 2006 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip)
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
Beth Kovaly Willis Vice President Executive Compensation Emerson 8000 W. Florissant Avenue St. Louis, MO 63136 T (314) 553 1159 F (314) 553 3590 E bethkovaly.willis@emerson.comConsulting Agreement • February 26th, 2021 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Missouri
This Letter Agreement (the “Letter Agreement”) will confirm our understanding regarding your voluntary retirement from Emerson Electric Co., a Missouri corporation (collectively, “Emerson” or the “Company”). We thank you for your 40 years of service and commitment to Emerson!
AMENDMENT NO. 2 TO TRANSACTION AGREEMENT AND PLAN OF MERGERStockholders Agreement • May 4th, 2022 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [•] between Emerson Electric Co., a Missouri corporation (“Emerson”), on behalf of itself and the members of the Emerson Group, as defined below and Aspen Technology, Inc., a Delaware corporation (formerly known as Emersub CX, Inc.) (“Newco,” and together with Emerson, the “Parties”), on behalf of itself and the members of the Newco Group, as defined below.
FORM OF PERFORMANCE SHARES PROGRAM AWARD AGREEMENTEmerson Electric Co • February 2nd, 2022 • Electronic & other electrical equipment (no computer equip) • Missouri
Effective [__________], you have been awarded [__________] Performance Shares Units (“Award”) in the Fiscal [____ - ____] Performance Shares Program (“Program”) under the 2015 Incentive Shares Plan (“Plan”). This Award is made in accordance with and subject to the terms and provisions of the Program and the Plan, certain terms and provisions of which are generally described in the Offering Circular for the Plan and any supplements thereto, and this Award Agreement (the “Agreement”).
GLOBAL NOTEEmerson Electric Co • January 15th, 2019 • Electronic & other electrical equipment (no computer equip)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY 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 DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
COMPANY LETTERHEAD] November 1, 2005Emerson Electric Co • November 4th, 2005 • Electronic & other electrical equipment (no computer equip)
