RECITALSCredit Agreement • April 2nd, 2001 • American Vanguard Corp • Agricultural chemicals
EXHIBIT 10.12 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made effective as of the 15th day of January, 1999 by and between AMERICAN VANGUARD CORPORATION, a Delaware corporation ("American Vanguard") (referred to herein as...Employment Agreement • March 30th, 2000 • American Vanguard Corp • Agricultural chemicals • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2005 • American Vanguard Corp • Agricultural chemicals • Delaware
This Indemnification Agreement (“Agreement”) by and between American Vanguard Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”) and is effective as of the first day of Indemnitee’s service as a director of the Company.
CREDIT AGREEMENT Dated as of December 15, 2006 Among AMVAC CHEMICAL CORPORATION as Borrower, AMERICAN VANGUARD CORPORATION GEMCHEM, INC. 2110 DAVIE CORPORATION as Guarantors BANK OF THE WEST as Agent, Swing Line Lender and L/C Issuer, BMO CAPITAL...Credit Agreement • March 14th, 2007 • American Vanguard Corp • Agricultural chemicals • California
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Funded Debt Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered. The Applicable Rate in effect from the Closing Date until the first date on which there is a change in the Applicable Rate pursuant to the preceding sentence shall be determined based upon Pricing Level I.
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2017 • American Vanguard Corp • Agricultural chemicals • California
AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • November 8th, 2021 • American Vanguard Corp • Agricultural chemicals • California
This AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT (this “Agreement”), effective as of September 21, 2021 (the “Effective Date”), is entered into by and between American Vanguard Corporation, a Delaware corporation (“American Vanguard”), and [OFFICER NAME] (the “Executive”). Capitalized terms used but not defined in the context of this Agreement are defined in Section 8.
AMERICAN VANGUARD CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 31st, 2021 • American Vanguard Corp • Agricultural chemicals • Delaware
THIS AGREEMENT is made as of November 13, 2020, between American Vanguard Corporation, a Delaware corporation (the “Company”) whose headquarters is located at 4695 MacArthur Court, Suite 1200, Newport Beach, CA 92660, and /$ParticipantName$/ (“Employee”), an individual.
AMERICAN VANGUARD CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT March 9, 2018Restricted Stock Units Award Agreement • March 26th, 2018 • American Vanguard Corp • Agricultural chemicals • Delaware
American Vanguard Corporation, a Delaware Corporation, (“Company”) hereby grants to [__________] (“Grantee”), a Participant in the American Vanguard Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time (“Plan”), a Performance-Based Restricted Stock Units Award (“Award”) for Units (“Units”) representing shares of the common stock of the Company (“Stock”). This agreement to grant Stock Units (“Award Agreement” or “Grant Agreement”) is made effective as of the 9th day of March, 2018 (“Grant Date”). If Grantee is a Covered Employee, this Award is designated as a “Performance Compensation Award” and as such is granted pursuant to Article 11 of the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2005 • American Vanguard Corp • Agricultural chemicals • California
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 13th, 2006 • American Vanguard Corp • Agricultural chemicals • New York
This Placement Agency Agreement (this “Agreement”) is made and entered into as of February 7, 2006 (the “Effective Date”), by and between American Vanguard Corporation, a Delaware corporation (the “Company”), and Stonegate Securities, Inc., a Texas corporation (“Stonegate”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 17, 2013 Among AMVAC CHEMICAL CORPORATION as the Company, AMVAC C.V. AMVAC NETHERLANDS B.V. as Designated Borrowers and Affiliate Foreign Guarantors AMERICAN VANGUARD CORPORATION GEMCHEM,...Credit Agreement • July 6th, 2017 • American Vanguard Corp • Agricultural chemicals • California
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of June 17, 2013, among AMVAC CHEMICAL CORPORATION, a California corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), AMERICAN VANGUARD CORPORATION, a Delaware corporation and sole shareholder of the Company (“American Vanguard”), GEMCHEM, INC., a California corporation and Wholly-Owned Subsidiary of American Vanguard (“GemChem”), 2110 DAVIE CORPORATION, a California corporation and Wholly-Owned Subsidiary of American Vanguard (“2110 Davie” and, collectively, with American Vanguard and GemChem, “Original Guarantors”), AVD INTERNATIONAL LLC, a Delaware limited liability company, as an Affiliate Domestic Guarantor, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF THE WEST, as Agent, Swin
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 17th, 2004 • American Vanguard Corp • Agricultural chemicals
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and dated as of the 23rd day of March, 2004 by and among BANK OF THE WEST (“BOW”), as agent (in such capacity, the “Agent”) for the lenders from time to time party to the Credit Agreement referenced below (each a “Lender,” and, collectively, the “Lenders”), the current Lenders under the Credit Agreement, AMVAC CHEMICAL CORPORATION, a California corporation (the “Borrower”), AMERICAN VANGUARD CORPORATION, a Delaware corporation (“American Vanguard”), GEMCHEM, INC., a California corporation (“GemChem”), and 2110 DAVIE CORPORATION, a California corporation (“2110 Davie” and, together with the Borrower, American Vanguard and GemChem, the “Loan Parties”).
FIRST AMENDMENT OF THE LICENSE AND SUPPLY AGREEMENT BY AND BETWEEN BASF AKTIENGESELLSCHAFT AND AMVAC CHEMICAL CORPORATIONAmerican Vanguard Corp • May 10th, 2005 • Agricultural chemicals
BASF Aktiengesellschaft (“BASF”) and AMVAC Chemical Corporation (“AMVAC”) entered into the above-referenced License and Supply Agreement (the “LSA”) effective as of the last date on which this first amendment (the “First Amendment”) is fully executed. Capitalized terms used but not defined herein are defined in the LSA.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 21st, 2014 • American Vanguard Corp • Agricultural chemicals • California
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of July 11, 2014 among AMVAC CHEMICAL CORPORATION, a California corporation (the “Company”), AMERICAN VANGUARD CORPORATION, a Delaware corporation, GEMCHEM, INC., a California corporation, 2110 DAVIE CORPORATION, a California corporation, AVD INTERNATIONAL LLC, a Delaware limited liability company, AMVAC NETHERLANDS B.V., a besloten vennootschap met beperkte aansprakelijkheid, organized under the law of the Netherlands, AMVAC C.V., a commanditaire vennootschap, organized under the law of the Neverlands, the Lenders party hereto and BANK OF THE WEST, as Agent.
LEASE BETWEEN BASF Corporation, as LESSOR AND AMVAC Chemical Corporation, as LESSEE For Lease of Land located at Hannibal, Missouri Dated as of DECEMBER 28, 2007Lease • March 17th, 2008 • American Vanguard Corp • Agricultural chemicals • Missouri
THIS LEASE made as of the 28th day of December, 2007, by and between BASF Corporation, with a location at Hannibal, Missouri (“LESSOR”) and AMVAC Chemical Corporation (“LESSEE”), having its principal place of business at 4695 MacArthur Court, Suite 1250, Newport Beach, California 92660.
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of August 5, 2021 AMERICAN VANGUARD CORPORATION as Holdco, AMVAC CHEMICAL CORPORATION and AMVAC NETHERLANDS B.V., as Borrowers BANK OF THE WEST, as Administrative Agent, Syndication...Loan and Security Agreement • August 10th, 2021 • American Vanguard Corp • Agricultural chemicals • New York
This THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of August 5, 2021, among AMERICAN VANGUARD CORPORATION, a Delaware corporation (“Holdco”), AMVAC CHEMICAL CORPORATION, a California corporation (the “Borrower Agent”), AMVAC NETHERLANDS B.V., a besloten vennootschap met beperkte aansprakelijkheid, organized under the law of the Netherlands (“AMVAC B.V.”, and together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF THE WEST (“Bank of the West”), as administrative agent, documentation agent, syndication agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BMO HARRIS FINANCING, INC. and COMPEER FINANCIAL, PCA, as co-documentation agents (collectively, and in such capacities, “Co-Documentation Agents”) and Bank of the West, as sole l
ASSET PURCHASE AGREEMENT FOR THE ACQUISITION OF CERTAIN ASSETS OF VALENT U.S.A. CORPORATION DECEMBER 27, 2007Asset Purchase Agreement • March 17th, 2008 • American Vanguard Corp • Agricultural chemicals • California
THIS ASSET PURCHASE AGREEMENT (this Agreement”) is made and entered into as of December 27, 2007, (the “Effective Date”), by and among VALENT U.S.A. CORPORATION, a California corporation having a place of business at 1600 Riviera Avenue, Suite 200, Walnut Creek, CA 94596 (hereinafter referred to as “VALENT”) and AMVAC Chemical Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, California 92660 (hereinafter referred to as “PURCHASER”). VALENT and PURCHASER are hereinafter referred to collectively as the “Parties” and individually as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2022 • American Vanguard Corp • Agricultural chemicals • California
This Employment Agreement (this “Agreement”) is made effective as of April 1, 2022, by and between AMERICAN VANGUARD CORPORATION, a Delaware corporation (referred to herein as “American Vanguard” or the “Company”) and ERIC G. WINTEMUTE (referred to herein as “Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 8th, 2010 • American Vanguard Corp • Agricultural chemicals • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 5, 2010 among AMVAC CHEMICAL CORPORATION, a California corporation ( “Borrower”), AMERICAN VANGUARD CORPORATION, a Delaware corporation (“American Vanguard”), GEMCHEM, INC., a California corporation (“GemChem”), 2110 DAVIE CORPORATION, a California corporation (“2110 Davie” and, collectively, with American Vanguard and GemChem, “Guarantors”), each lender signatory hereto and BANK OF THE WEST, as Agent (“Agent”).
AMERICAN VANGUARD CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENTStock Incentive Plan • February 28th, 2014 • American Vanguard Corp • Agricultural chemicals • Delaware
Any Units that are unearned as of the end of the Performance Measurement Period will be forfeited. The number of earned Units that will become vested shall be determined pursuant to paragraph 3 below. Whether the Performance Goals for the Performance Measurement Period have been achieved shall be determined by the Company or Committee, as applicable, pursuant to paragraph 2.6 below.
MANUFACTURING AND SHARED SERVICE AGREEMENTManufacturing and Shared Service Agreement • March 17th, 2008 • American Vanguard Corp • Agricultural chemicals • Missouri
THIS AGREEMENT is made as of December 31, 2007 (“Effective Date”) (this “Agreement”) by and between BASF Corporation, a Delaware corporation (“BASF”), with offices at 100 Campus Drive, Florham Park, New Jersey 07932, and AMVAC Chemical Corporation, a California corporation, with offices at 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 (“AMVAC”). All capitalized terms herein, not otherwise defined, shall have the same meaning given to them in that certain Sale and Purchase Agreement by and between AMVAC and BASF, dated November 27, 2006 (the “SPA”).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2006 • American Vanguard Corp • Agricultural chemicals • California
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and dated as of the 14th day of April, 2006 by and among AMVAC CHEMICAL CORPORATION, a California corporation (the “Borrower”), AMERICAN VANGUARD CORPORATION, a Delaware corporation (“American Vanguard”), GEMCHEM, INC., a California corporation (“GemChem”), and 2110 DAVIE CORPORATION, a California corporation (“2110 Davie”) (American Vanguard, GemChem, and 2110 Davie is each a “Guarantor” and collectively, the “Guarantors”), BANK OF THE WEST (“Bank of the West”), as agent (in such capacity, the “Administrative Agent”) and Issuing Bank, Bank of the West and the other Lenders party to, and as such term and other capitalized terms used but not otherwise defined herein are defined in, the Amended and Restated Credit Agreement dated September 30, 2004 with the Borrower and Guarantors (as amended, modified or waived, the “Credit Agreement”).
AMERICAN VANGUARD CORPORATIONIncentive Stock Option Agreement • March 16th, 2005 • American Vanguard Corp • Agricultural chemicals • California
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), effective as of , 200 (the “date of grant”), is entered into by and between American Vanguard Corporation, a Delaware corporation (the “Company”), and (the “Employee”).
Sale and Purchase Agreement by and between BASF Aktiengesellschaft - hereinafter also referred to as “Seller” - and AMVAC Chemical Corporation - hereinafter also referred to as “Purchaser” –Sale and Purchase Agreement • March 16th, 2006 • American Vanguard Corp • Agricultural chemicals
WHEREAS, Seller is a company duly organized and existing under the laws of the Federal Republic of Germany, located at 67056 Ludwigshafen, Germany;
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2005 • American Vanguard Corp • Agricultural chemicals • California
This Employment Agreement (this “Agreement”) is made effective as of January 15, 2003, by and between AMERICAN VANGUARD CORPORATION, a Delaware corporation (referred to herein as “American Vanguard”) and ERIC G. WINTEMUTE (referred to herein as “Executive”).
AMERICAN VANGUARD CORPORATIONIncentive Stock Option Agreement • March 28th, 2024 • American Vanguard Corp • Agricultural chemicals • California
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), effective as of January 22, 2024 (the “date of grant”), is entered into by and between American Vanguard Corporation, a Delaware corporation (the “Company”), and ______________ (the “Employee”).
AMERICAN VANGUARD CORPORATIONIncentive Stock Option FMV Agreement • March 28th, 2024 • American Vanguard Corp • Agricultural chemicals • California
THIS INCENTIVE STOCK OPTION FMV AGREEMENT (this “Agreement”), effective as of January 22, 2024 (the “date of grant”), is entered into by and between American Vanguard Corporation, a Delaware corporation (the “Company”), and ______________ (the “Employee”).
AMENDMENT NUMBER SIX TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2023 • American Vanguard Corp • Agricultural chemicals • New York
This AMENDMENT NUMBER SIX TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 7, 2023, and is entered into by and among AMERICAN VANGUARD CORPORATION, a Delaware corporation (“Holdco”), AMVAC CHEMICAL CORPORATION, a California corporation (the “Borrower Agent”), AMVAC NETHERLANDS B.V., a besloten vennootschap met beperkte aansprakelijkheid, organized under the law of the Netherlands (“AMVAC B.V.”, and together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BMO BANK, N.A., as successor in interest to BANK OF THE WEST (“BMO”), as administrative agent, documentation agent, syndication agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF MONTREAL, CHICAGO BRANCH and COMPEER FINANCIAL, PCA, as co-documentation agents (collec
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • May 10th, 2005 • American Vanguard Corp • Agricultural chemicals
THIS LICENSE AND SUPPLY AGREEMENT is entered into as of the Effective Date (as that term is defined in Section 1.23) by and between BASF Aktiengesellschaft, a corporation organized under the laws of Germany and having its principal offices at 67056 Ludwigshafen, Germany (“BASF”) and AMVAC Chemical Corporation, a corporation organized under the laws of California, United States of America and having its principal offices at 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 United States of America (“AMVAC”). Each of BASF and AMVAC shall be referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 10, 2011 Among AMVAC CHEMICAL CORPORATION as Borrower, AMERICAN VANGUARD CORPORATION GEMCHEM, INC. 2110 DAVIE CORPORATION as Guarantors BANK OF THE WEST as Agent, Swing Line Lender, and L/C...Credit Agreement • January 13th, 2011 • American Vanguard Corp • Agricultural chemicals • California
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of January 10, 2011, among AMVAC CHEMICAL CORPORATION, a California corporation (“Borrower”), AMERICAN VANGUARD CORPORATION, a Delaware corporation (“American Vanguard”), GEMCHEM, INC., a California corporation (“GemChem”), 2110 DAVIE CORPORATION, a California corporation (“2110 Davie” and, collectively, with American Vanguard and GemChem, “Guarantors”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”) and BANK OF THE WEST, as Agent, Swing Line Lender and L/C Issuer.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 6th, 2017 • American Vanguard Corp • Agricultural chemicals • California
SECOND AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • July 11th, 2008 • American Vanguard Corp • Agricultural chemicals
This Second Amendment to Change of Control Severance Agreement (the “Amendment”) effective as of July 11, 2008, is entered into by and between American Vanguard Corporation, a Delaware corporation (“American Vanguard”) and (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • American Vanguard Corp • Agricultural chemicals • California
AMENDED AND RESTATED STOCK INCENTIVE PLANStock Units Award Agreement • March 31st, 2021 • American Vanguard Corp • Agricultural chemicals • Delaware
American Vanguard Corporation, a Delaware Corporation, (“Company”) hereby grants to /$ParticipantName$/ (“Grantee”), a Participant in the American Vanguard Corporation Amended and Restated Stock Incentive Plan, as amended from time-to-time (“Plan”), a Performance-Based Restricted Stock Units Award (“Award”) for Units (“Units”) representing shares of the common stock of the Company (“Stock”). This agreement to grant Stock Units (“Award Agreement” or “Grant Agreement”) is made effective as of the 13th day of November, 2020 (“Grant Date”). If Grantee is a Covered Employee, this Award is designated as a “Performance Compensation Award” and as such is granted pursuant to Article 11 of the Plan.
Permethrin Asset Sale AgreementPermethrin Asset Sale Agreement • March 14th, 2007 • American Vanguard Corp • Agricultural chemicals • Delaware
THIS PERMETHRIN ASSET SALE AGREEMENT is made as of the 13th day of December, 2006, (the “Effective Date”) between Syngenta Crop Protection, Inc., a Delaware corporation with its principal office at 410 Swing Road, Greensboro, NC 27409 (“Syngenta” or “Seller”) and AMVAC Chemical Corporation, a California corporation with its principal office at 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 (“AMVAC” or “Purchaser”).
