Energy Conversion Devices Inc Sample Contracts

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1 EXHIBIT 10.12 LIMITED LIABILITY COMPANY AGREEMENT TEXACO OVONIC FUEL CELL COMPANY LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • September 28th, 2001 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
AMENDED AND RESTATED OPERATING AGREEMENT OF COBASYS LLC
Operating Agreement • December 7th, 2004 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies • Michigan
EXHIBIT 10.74
Settlement Agreement • October 3rd, 1996 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
CREDIT AGREEMENT dated as of February 4, 2008 among ENERGY CONVERSION DEVICES, INC., as a Loan Guarantor, UNITED SOLAR OVONIC CORPORATION and UNITED SOLAR OVONIC LLC, as Borrowers, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as...
Credit Agreement • February 7th, 2008 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies • New York

CREDIT AGREEMENT, dated as of February 4, 2008 (as it may be amended or modified from time to time, this “Agreement”), among UNITED SOLAR OVONIC CORPORATION and UNITED SOLAR OVONIC LLC, as Borrowers, the other Loan Parties party thereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

FORM OF PURCHASE AGREEMENT
Form of Purchase Agreement • February 10th, 2005 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies • New York
STOCK PURCHASE AGREEMENT by and between Energy Conversion Devices, Inc.
Stock Purchase Agreement • October 3rd, 2000 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
ENERGY CONVERSION DEVICES, INC. 7,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT March 1, 2006
Underwriting Agreement • March 2nd, 2006 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies • New York
ENERGY CONVERSION DEVICES, INC. TO THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE, INDENTURE DATED AS OF JUNE 24,2008 SENIOR DEBT SECURITIES
Indenture • August 28th, 2008 • Energy Conversion Devices Inc • Semiconductors & related devices • New York

INDENTURE, dated as of June 24,2008, between Energy Conversion Devices, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at 2956 Waterview Drive, Rochester Hills, Michigan 48309, and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).

Agreement and Plan of Merger dated as of July 21, 2009 among Energy Conversion Devices, Inc. SIT Acquisition Co. and Solar Integrated Technologies, Inc.
Agreement and Plan of Merger • August 27th, 2009 • Energy Conversion Devices Inc • Semiconductors & related devices • Delaware

Agreement and Plan of Merger (this “Agreement”), dated as of July 21, 2009, among Energy Conversion Devices, Inc., a Delaware corporation (“Parent”), SIT Acquisition Co., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Solar Integrated Technologies, Inc., a Delaware corporation (the “Company”).

3,444,975 Shares ENERGY CONVERSION DEVICES, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 20th, 2008 • Energy Conversion Devices Inc • Semiconductors & related devices • New York
FIRST SUPPLEMENTAL INDENTURE by and among ENERGY CONVERSION DEVICES, INC. and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee Dated as of June 24, 2008 Supplemental to Indenture for Debt Securities Dated as of June 24, 2008 [ ]% Convertible Senior...
First Supplemental Indenture • June 20th, 2008 • Energy Conversion Devices Inc • Semiconductors & related devices • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 24, 2008 (this “Supplemental Indenture”), is entered into among Energy Conversion Devices, Inc., a Delaware corporation (the “Company”), and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Original Indenture (as defined below).

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Foundation Agreement • August 16th, 2001 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies
SEVERANCE AGREEMENT
Severance Agreement • November 9th, 2006 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies • Michigan

This Severance Agreement (Agreement) is entered into as of June 5, 2006, by and between Jay B. Knoll ("Employee") and Energy Conversion Devices, Inc., a Delaware corporation (the "Corporation").

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Energy Conversion Devices, Inc. Unaudited Pro Forma Combined Financial Statements
Forma Combined Financial Statements • November 5th, 2009 • Energy Conversion Devices Inc • Semiconductors & related devices

As announced previously, on July 21, 2009, Energy Conversion Devices, Inc. (“ECD” or the “Company”), and Solar Integrated Technologies, Inc. (“SIT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), under which a subsidiary of ECD was to be merged with and into SIT subject to the terms and conditions set forth in the Merger Agreement. On August 19, 2009, ECD and SIT completed the Merger. As a result, SIT is now a wholly-owned subsidiary of ECD.

SHARE LENDING AGREEMENT Dated as of June 18, 2008 Among ENERGY CONVERSION DEVICES, INC. (“Lender”), and CREDIT SUISSE INTERNATIONAL (“Borrower”), through CREDIT SUISSE SECURITIES (USA) LLC, as agent for Borrower (“Borrowing Agent”). and
Share Lending Agreement • June 20th, 2008 • Energy Conversion Devices Inc • Semiconductors & related devices • New York

CREDIT SUISSE SECURITIES (USA) LLC, in its capacity as Collateral Agent (as hereinafter defined). This Agreement sets forth the terms and conditions under which Borrower may borrow from Lender shares of Common Stock.

Energy Conversion Devices, Inc. Form of Performance Share Award Agreement
Performance Share Award Agreement • January 12th, 2011 • Energy Conversion Devices Inc • Semiconductors & related devices • Delaware

This Performance Share Award Agreement (“Agreement”), dated as of the Grant Date, is entered into by and between Energy Conversion Devices, Inc., a Delaware corporation (the “Company”), and the Participant under the Company’s 2010 Omnibus Incentive Compensation Plan (the “Plan”). The purpose of the performance share award is to reward key members of the management leadership team for their contributions to the success of the Company in achieving its long-term performance goals.

ENERGY CONVERSION DEVICES, INC. Form of Stock Option Agreement Under the Energy Conversion Devices, Inc. 2006 Stock Incentive Plan
Stock Option Agreement • July 30th, 2007 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies

This Stock Option Agreement (this “Agreement”), dated as of the Grant Date, is entered into by and between Energy Conversion Devices, Inc., a Delaware corporation (the “Company”), and the Participant. Capitalized terms not defined herein have the meanings ascribed to such terms in the Energy Conversion Devices, Inc. 2006 Stock Incentive Plan of the Company, as amended from time to time (the “Plan”).

ENERGY CONVERSION DEVICES, INC. Form of Restricted Stock Unit Award Agreement under the Energy Conversion Devices, Inc. 2010 Omnibus Incentive Compensation Plan
Restricted Stock Unit Award Agreement • January 12th, 2011 • Energy Conversion Devices Inc • Semiconductors & related devices • Delaware

This Restricted Stock Unit Award Agreement (“Agreement”), dated as of the Grant Date, is entered into by and between Energy Conversion Devices, Inc., a Delaware corporation (the “Company”), and the Participant under the Company’s 2010 Omnibus Incentive Compensation Plan (the “Plan”). Certain variable terms are set forth in Exhibit A, which is part of this Agreement. The words “you,” “your,” and similar terms refer to the Participant to whom this Award is granted.

ENERGY CONVERSION DEVICES, INC. Form of Director Restricted Stock Unit Award Agreement under the Energy Conversion Devices, Inc. 2010 Omnibus Incentive Compensation Plan
Restricted Stock Unit Award Agreement • January 12th, 2011 • Energy Conversion Devices Inc • Semiconductors & related devices • Delaware

This Restricted Stock Unit Award Agreement (“Agreement”), dated as of the Grant Date, is entered into by and between Energy Conversion Devices, Inc., a Delaware corporation (the “Company”), and the Participant under the Company’s 2010 Omnibus Incentive Compensation Plan (the “Plan”). The words “you,” “your,” and similar terms refer to the Participant to whom this Award is granted.

TRANSITION AGREEMENT
Transition Agreement • July 12th, 2011 • Energy Conversion Devices Inc • Semiconductors & related devices

This Transition Agreement (this “Agreement”) is dated June 29, 2011, between Energy Conversion Devices, Inc. (the “Company”) and Subhendu Guha (“Dr. Guha”).

REVISED SEPARATION AGREEMENT AND COMPLETE RELEASE OF LIABILITY
Revised Separation Agreement • May 8th, 2008 • Energy Conversion Devices Inc • Semiconductors & related devices • Michigan
August 31, 2007
Restricted Stock Agreement • August 31st, 2007 • Energy Conversion Devices Inc • Miscellaneous electrical machinery, equipment & supplies

This letter is intended to confirm our understanding regarding your desire to retire from your management positions at Energy Conversion Devices, Inc. (“ECD”), effective August 31, 2007. As used in this letter, we may sometimes refer to you as “RCS.”

ENERGY CONVERSION DEVICES AND SOLAR INTEGRATED TECHNOLOGIES SIGN DEFINITIVE MERGER AGREEMENT Field Engineering and Technical Capabilities of Combined Organizations to Enhance Customer Experience
Definitive Merger Agreement • July 23rd, 2009 • Energy Conversion Devices Inc • Semiconductors & related devices

Rochester Hills, Mich., Los Angeles, Calif., and London, UK – July 22, 2009 – Energy Conversion Devices, Inc. (ECD) (NASDAQ: ENER), the leading global manufacturer of thin-film flexible solar laminate products for the building integrated and commercial rooftop markets, and Solar Integrated Technologies, Inc. (SIT) (AIM: SIT.LN), a leading provider of building integrated photovoltaic (BIPV) roofing systems, today announced that they have signed a definitive agreement pursuant to which ECD will acquire SIT.

TERMINATION AGREEMENT
Termination Agreement • July 14th, 2009 • Energy Conversion Devices Inc • Semiconductors & related devices • Michigan

This Termination Agreement (“Agreement”) is entered into as of July 13, 2009 by and among Chevron Technology Ventures LLC, a Delaware limited liability company (“CTV”), Ovonic Battery Company, Inc., a Delaware corporation (“OBC”), Cobasys LLC, a Michigan limited liability company (“Cobasys”), and Energy Conversion Devices Inc., a Delaware Corporation (“ECD”).

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