Keithley Instruments Inc Sample Contracts

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Credit Agreement • May 15th, 2001 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio
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Credit Agreement • May 15th, 2003 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals
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WITNESSETH: -----------
Asset Purchase Agreement • November 12th, 1998 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals
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1 EXHIBIT 10(D) ------------- EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT dated this 26th day of September, 1988 between Keithley Instruments, Inc., an Ohio corporation, (hereinafter called the "Company"), and Joseph P. Keithley...
Employment Agreement • December 29th, 1999 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio
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RECITALS
Credit Agreement • August 12th, 2002 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals
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Exhibit 10.01 KEITHLEY INSTRUMENTS, INC. 2002 & 2009 STOCK INCENTIVE PLANS PERFORMANCE AWARD AGREEMENT This performance award agreement (the "Agreement") is made as of this day of , 2009 (the "Award Date"), between Keithley Instruments, Inc., an Ohio...
Performance Award Agreement • December 9th, 2009 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio
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KEITHLEY INSTRUMENTS, INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 13th, 2010 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is by and between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and Larry L. Pendergrass (the “Executive”) made this 9th day of August, 2010.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG DANAHER CORPORATION, AEGEAN ACQUISITION CORP. AND KEITHLEY INSTRUMENTS, INC. Dated as of September 29, 2010
Agreement and Plan of Merger • September 29th, 2010 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 29, 2010, is by and among Danaher Corporation, a Delaware corporation (“Parent”), Aegean Acquisition Corp., an indirect wholly-owned subsidiary of Parent and an Ohio corporation (“Merger Sub”), and Keithley Instruments, Inc., an Ohio corporation (the “Company”).

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KEITHLEY INSTRUMENTS, INC. 2002 STOCK INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENT
Stock Incentive Plan • October 3rd, 2005 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

This restricted unit award agreement (the “Agreement”) is made as of this day of , 20 (the “Award Date”), between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and that key employee of the Company named at the bottom of this Agreement (“Key Employee”). Subject to the terms, conditions and limitations set forth in this Agreement (including, without limitation, the vesting provisions of paragraph 5 hereof), Key Employee hereby is granted and awarded restricted units, with each such unit representing the economic value of a common share of the Company (the “Award”). When and whether Company common shares are issued to or in respect of Key Employee (if any) as a result of this Award shall be determined strictly in accordance with this Agreement, subject to the general provisions of the Plan.

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SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 13th, 2010 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, effective as of March 31, 2010 (this “Amendment”), is among KEITHLEY INSTRUMENTS, INC., an Ohio corporation (the “Company”), Subsidiary Borrowers (referred to below and collectively with the Company, the “Borrowers”), the banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., a national banking association, successor by merger with Bank One, NA, (Main Office Columbus), as Agent for the Lenders (in such capacity the “Agent”).

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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 5th, 2005 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 30, 2005 (this “Amendment”), is among KEITHLEY INSTRUMENTS, INC., an Ohio corporation (the “Company”), Subsidiary Borrowers (referred to below and collectively with the Company, the “Borrowers”), the Lender (as referred to below) and JPMORGAN CHASE BANK, N.A., a national banking association, successor by merger with Bank One, NA, (Main Office Columbus), as Agent for the Lender (in such capacity the “Agent”).

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KEITHLEY INSTRUMENTS, INC. 2002 STOCK INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENT
Restricted Unit Award Agreement • December 14th, 2007 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

This restricted unit award agreement (the “Agreement”) is made as of this day of , 2007 (the “Award Date”), between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and that key employee of the Company named at the bottom of this Agreement (“Key Employee”). Subject to the terms, conditions and limitations set forth in this Agreement (including, without limitation, the vesting provisions of paragraph 5 hereof), Key Employee hereby is granted and awarded restricted units the number of which are indicated on the Notice of Grant of Restricted Units attached hereto and incorporated herein by reference (the “Grant Notice”), with each such unit representing the economic value of a common share of the Company (the “Award”). When and whether Company common shares are issued to or in respect of Key Employee (if any) as a result of this Award shall be determined strictly in accordance with this Agreement, subject to the general provisions of the Plan.

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KEITHLEY INSTRUMENTS, INC. 2002 STOCK INCENTIVE PLAN OPTION AGREEMENT
Option Agreement • December 14th, 2007 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals

This option agreement (the “Agreement”) is made as of this day of , 2007, between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and the key employee of the Company indicated at the bottom of this Agreement (“Optionee”). Optionee hereby is granted the option to purchase common shares of the Company, based on the number of shares and the exercise price(s) indicated on the Notice of Grant of Stock Options attached hereto and incorporated herein by reference (the “Grant Notice”), subject to the vesting and other conditions set forth in said Grant Notice. Unless the Grant Notice clearly indicates that the Options are “incentive stock options,” the Options shall be treated as non qualified stock options.

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PURCHASE AND SALE AGREEMENT BETWEEN KEITHLEY INSTRUMENTS, INC. (as the Seller) and AGILENT TECHNOLOGIES, INC. (as the Buyer) November 19, 2009
Purchase and Sale Agreement • November 20th, 2009 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • California

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of November 19, 2009 between Keithley Instruments, Inc., an Ohio corporation (the “Seller”), and Agilent Technologies, Inc., a Delaware corporation (the “Buyer”). The Seller and the Buyer are each individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.”

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SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 11th, 2009 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, effective as of March 31, 2009 (this “Amendment”), is among KEITHLEY INSTRUMENTS, INC., an Ohio corporation (the “Company”), Subsidiary Borrowers (referred to below and collectively with the Company, the “Borrowers”), the banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., a national banking association, successor by merger with Bank One, NA, (Main Office Columbus), as Agent for the Lenders (in such capacity the “Agent”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 8th, 2004 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

This agreement is made as of the day of , 2004, by and between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and (the “Officer”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 29th, 2010 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on this 29th day of September, 2010 (the “Effective Date”) by and between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and Mark J. Plush (the “Employee”).

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FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 29th, 2006 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of September 27, 2006 (this “Amendment”), is among KEITHLEY INSTRUMENTS, INC., an Ohio corporation (the “Company”), Subsidiary Borrowers (referred to below and collectively with the Company, the “Borrowers”), the Lender (as referred to below) and JPMORGAN CHASE BANK, N.A., a national banking association, successor by merger with Bank One, NA, (Main Office Columbus), as Agent for the Lender (in such capacity the “Agent”).

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PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT
Pledge, Assignment and Security Agreement • May 11th, 2009 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals

THIS PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (“Agreement”) is effective this 31st day of March, 2009, by and between KEITHLEY INSTRUMENTS, INC., an Ohio corporation, and JPMORGAN CHASE BANK, N.A., a national banking association, successor by merger with Bank One, NA, (Main Office Columbus) as Agent for Lender, and as Lender (in such capacity, together with its successors in such capacity, and in its capacity as Lender, the “Agent”).

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MARK J. PLUSH AMENDMENT TO EMPLOYMENT AGREEMENT RECITALS
Employment Agreement • February 9th, 2009 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals

WHEREAS, Keithley Instruments, Inc., an Ohio corporation (the “Company”) and Mark J. Plush (“Plush”) are party to that certain Employment Agreement dated April 7, 1994 (the “Original Employment Agreement”); and

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KEITHLEY INSTRUMENTS, INC. 2002 STOCK INCENTIVE PLAN OPTION AGREEMENT
Option Agreement • October 3rd, 2005 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals

This option agreement (the “Agreement”) is made as of this day of , 20 , between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and the key employee of the Company indicated at the bottom of this Agreement (“Optionee”). Optionee hereby is granted the option to purchase common shares of the Company, based on the number of shares and the exercise price(s) indicated on the attached Notice of Grant of Stock Options attached as Exhibit A hereto and incorporated herein by reference), subject to the vesting and other conditions set forth in said Exhibit. Unless Exhibit A hereto clearly indicates that the Options are “incentive stock options,” the Options shall be treated as non qualified stock options.

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KEITHLEY INSTRUMENTS, INC. 2002 STOCK INCENTIVE PLAN MANAGEMENT RESTRICTED UNIT AWARD AGREEMENT
Management Restricted Unit Award Agreement • February 9th, 2009 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

This restricted unit award agreement (the “Agreement”) is made as of this day of , 200__ (the “Award Date”), between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and that key employee of the Company named at the bottom of this Agreement (“Key Employee”). Subject to the terms, conditions and limitations set forth in this Agreement (including, without limitation, the vesting provisions of paragraph 5 hereof), Key Employee hereby is granted and awarded restricted units the number of which are indicated on the Notice of Grant of Restricted Units attached hereto and incorporated herein by reference (the “Grant Notice”), with each such unit representing the economic value of a common share of the Company (the “Award”). When and whether Company common shares are issued to or in respect of Key Employee (if any) as a result of this Award shall be determined strictly in accordance with this Agreement, subject to the general provisions of the Plan.

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VOTING AGREEMENT
Voting Agreement • September 29th, 2010 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

This VOTING AGREEMENT (this “Agreement”), dated as of September 29, 2010, is by and among Danaher Corporation, a Delaware corporation (the “Parent”), Aegean Acquisition Corp., an Ohio corporation and an indirect wholly-owned subsidiary of the Parent (the “Merger Sub”), and Keithley Investment Co. Limited Partnership, an Ohio limited partnership (the “Stockholder”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 8th, 2004 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

This agreement is made as of the day of , 2004, by and between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and (the “Director”).

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Exhibit 10(m) Third Amendment to Credit Agreement THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of March 30, 2004 (this "Amendment"), is among KEITHLEY INSTRUMENTS, INC., an Ohio corporation (the "Company"),...
Credit Agreement • May 14th, 2004 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals
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KEITHLEY INSTRUMENTS, INC. 2002 STOCK INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • October 3rd, 2005 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

This performance award agreement (the “Agreement”) is made as of this day of , 20 (the “Award Date”), between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and that key employee of the Company named at the bottom of this Agreement (“Key Employee”). Subject to the terms, conditions and limitations set forth in this Agreement (including, without limitation, the vesting provisions of paragraph 5 hereof and the performance standards and operative provisions set forth in paragraph 1 hereof and in Exhibits A, B and C hereto), Key Employee hereby is granted and awarded performance units, each unit representing one common share of the Company (the “Initial Award”). The number of Company common shares issued to or in respect of Key Employee (if any) shall be determined strictly in accordance with this Agreement, based on the number of units contained in any Final Award (as defined herein), subject to the general provisions of the Plan.

Sample 1
KEITHLEY INSTRUMENTS, INC. 2002 STOCK INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • December 14th, 2007 • Keithley Instruments Inc • Instruments for meas & testing of electricity & elec signals • Ohio

This performance award agreement (the “Agreement”) is made as of this day of , 2007 (the “Award Date”), between Keithley Instruments, Inc., an Ohio corporation (the “Company”), and that key employee of the Company named at the bottom of this Agreement (“Key Employee”). Subject to the terms, conditions and limitations set forth in this Agreement (including, without limitation, the vesting provisions of paragraph 6 hereof and the performance standards and operative provisions set forth in paragraph 1 hereof and in Exhibits A and B hereto), Key Employee hereby is granted and awarded performance units, each unit representing one common share of the Company (the “Initial Award”). The number of Company common shares issued to or in respect of Key Employee (if any) shall be determined strictly in accordance with this Agreement, based on the number of units contained in any Final Award (as defined herein), subject to the general provisions of the Plan.

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