ARTICLE I PURCHASE PRICE AND CLOSING..........................................2 1.01. Purchase Price of the Stock....................................2 1.02. The Closing....................................................2 1.03. Adjustment to Purchase...Stock Purchase Agreement • April 1st, 1999 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • Ontario
Exhibit 10 CONSULTING AGREEMENT AGREEMENT made this 1st day of January, 1998 between MERRIMAC INDUSTRIES, INC., a New Jersey corporation (the "Company"), and ARTHUR A. OLINER (the "Consultant"). W I T N E S S E T H WHEREAS, the Company desires to...Consulting Agreement • May 14th, 1998 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
Exhibit 10(l) AMENDED AND RESTATED PLEDGE AGREEMENT THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this "Agreement") dated as of July 29, 2002 by MASON N. CARTER ("Pledgor"), for the benefit of MERRIMAC INDUSTRIES, INC., a Delaware corporation...Pledge Agreement • August 13th, 2002 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
Exhibit 10 STOCKHOLDER'S AGREEMENT STOCKHOLDER'S AGREEMENT, dated as of October 30, 1998 (this "Agreement"), by and between Merrimac Industries, Inc., a New Jersey corporation (the "Company"), and Charles F. Huber, II ("Huber"). WHEREAS, Huber is the...Stockholder's Agreement • November 16th, 1998 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
Exhibit 1(d) AMENDMENT NO. 4 TO RIGHTS AGREEMENT Amendment No. 4 dated as of February 21, 2001 ("Amendment No. 4") among Merrimac Industries, Inc., a New Jersey corporation ("Merrimac New Jersey"), Merrimac-Delaware, Inc., a Delaware corporation...Rights Agreement • February 21st, 2001 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") entered into as of April 11, 2006, by and between MERRIMAC INDUSTRIES, INC. (the "Company") and MASON N. CARTER (the "Executive"), which supercedes and replaces in its entirety the...Employment Agreement • April 13th, 2006 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
RECITALSRegistration Rights Agreement • March 30th, 2001 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10 (a) AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), entered into as of January 1, 1998, is by and between MERRIMAC INDUSTRIES, INC. (the "Company") and MASON N. CARTER (the...Employment Agreement • August 17th, 1998 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
WITNESSETH:Credit and Security Agreement • April 22nd, 2003 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the "Agreement") made and entered into as of the 23 day of December, 1998, by and between Merrimac Industries, Inc. ("Merrimac") and Eugene W. Niemiec (the "Executive"): W I T N E S S E T H: WHEREAS, the...Separation Agreement • April 1st, 1999 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
Exhibit 1 RIGHTS AGREEMENT Dated as of March 9, 1999Rights Agreement • March 9th, 1999 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
RECITALSRegistration Rights Agreement • March 30th, 2001 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
MODIFICATION AGREEMENT MODIFICATION AGREEMENT dated as of September 27, 2002, between Merrimac Industries, Inc., a Delaware corporation ("Merrimac"), and Infineon Technologies AG, a German corporation ("Infineon"). WHEREAS, Ericsson Holding...Modification Agreement • October 10th, 2002 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
SUBSCRIPTION AGREEMENT, dated as of February 28, 2002, between MERRIMAC INDUSTRIES INC., a Delaware corporation ("Merrimac"), and DUPONT CHEMICAL AND ENERGY OPERATIONS, INC. ("DCEO"), a Delaware corporation and wholly-owned subsidiary of E.I. DU PONT...Subscription Agreement • March 6th, 2002 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter "Agreement") is made and entered into this 16th day of December, 1998, by and between Merrimac Industries, Inc., and its affiliated, subsidiary and...Separation Agreement and General Release • April 1st, 1999 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment
Exhibit 10(t) MERRIMAC INDUSTRIES INC. SUBSCRIPTION AGREEMENT FOR COMMON STOCK AND WARRANTS SUBSCRIPTION AGREEMENT (the "Agreement") dated as of October 26, 2000, among MERRIMAC INDUSTRIES INC., a New Jersey corporation (together with all...Subscription Agreement • March 30th, 2001 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10(x) MERRIMAC INDUSTRIES INC. SUBSCRIPTION AGREEMENT FOR COMMON STOCK AND WARRANTS SUBSCRIPTION AGREEMENT (the "Agreement") dated as of October 26, 2000, among MERRIMAC INDUSTRIES INC., a New Jersey corporation (together with all...Subscription Agreement • March 30th, 2001 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10(qq) TERM LOAN AND SECURITY AGREEMENT THIS TERM LOAN AND SECURITY AGREEMENT(this "AGREEMENT"), is entered into as of March 26, 2002, between MERRIMAC INDUSTRIES, INC., a Delaware corporation, with an address at 41 Fairfield Place, West...Term Loan and Security Agreement • April 22nd, 2003 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
CONSENT AND WAIVER Consent to Assignment and Waiver of Rights ("Consent and Waiver"), effective as of September 18, 2002, given by Merrimac Industries Inc. (the "Company") to Ericsson Holding International B.V. ("Seller") and Infineon Technologies AG...Consent and Waiver • October 10th, 2002 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment
Exhibit 10(a) AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Amendment ("Amendment") dated as of August 31, 2000 to the Amended and Restated Employment Agreement ("Employment Agreement"), entered into as of January 1, 1998, by and between...Employment Agreement • November 14th, 2000 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), entered into as of December 16, 1996, is by and between MERRIMAC INDUSTRIES, INC. (the "Company") and EUGENE W. NIEMIEC (the "Executive"). In consideration of the promises in this...Employment Agreement • March 27th, 1997 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
AMENDMENT NO. 5 TO RIGHTS AGREEMENT Amendment No. 5 dated as of February 28, 2002 ("Amendment No. 5") to the Rights Agreement dated as of March 9, 1999, as amended on June 9, 1999, April 7, 2000, October 26, 2000 and February 21, 2001 (the "Rights...Rights Agreement • October 10th, 2002 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.I THIS SEVERANCE AGREEMENT, dated as of January 5, 1998 (this "Agreement"), is made by and between Merrimac Industries, Inc., a New Jersey corporation, having its principal offices at 41 Fairfield Place, West Caldwell, New Jersey (the...Severance Agreement • April 2nd, 1998 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
REGISTRATION RIGHTS AGREEMENT, dated as of February 28, 2002, between MERRIMAC INDUSTRIES, INC., a Delaware corporation ("Merrimac"), and DUPONT CHEMICAL AND ENERGY OPERATIONS, INC. ("DCEO"), a Delaware corporation and wholly-owned subsidiary of E.I....Registration Rights Agreement • March 6th, 2002 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT BY AND BETWEEN MERRIMAC INDUSTRIES, INC.Loan and Security Agreement • October 20th, 2006 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
AMENDMENT NO. 5 TO RIGHTS AGREEMENT Amendment No. 5 dated as of February 28, 2002 ("Amendment No. 5") to the Rights Agreement dated as of March 9, 1999, as amended on June 9, 1999, April 7, 2000, October 26, 2000 and February 21, 2001 (the "Rights...Rights Agreement • March 6th, 2002 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
Christopher W. Rosenbleeth, Esquire Prepared by: Christopher W. Rosenbleeth Stradley, Ronon, Stevens & Young, LLP Stradley, Ronon, Stevens & Young, LLP Woodland Falls Corporate Park 210 Lake Drive East, Suite 102 Cherry Hill, NJ 08002 MORTGAGE AND...Mortgage and Security Agreement • November 12th, 2003 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment
STOCK PURCHASE AGREEMENT AGREEMENT (this "Agreement") entered into as of March 29, 2006, between Merrimac Industries, Inc. (the "Company") and Mason N. Carter ("Carter"). The Company and Carter hereby agree as follows: 1. On April 17, 2006, or on such...Stock Purchase Agreement • March 31st, 2006 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 30th, 2009 • Merrimac Industries Inc • Electronic components, nec • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”), dated December 23, 2009, by and among Crane Co., a Delaware corporation (“Parent”), Crane Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), Arthur A. Oliner and Frieda Oliner (“Stockholder”) and Merrimac Industries, Inc., a Delaware corporation (the “Company”).
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 3rd, 2008 • Merrimac Industries Inc • Electronic components, nec • New York
THIS CREDIT AND SECURITY AGREEMENT (the “Agreement”) is dated September 29, 2008, and is entered into between MERRIMAC INDUSTRIES, INC., a Delaware corporation (“Company”), and Wells Fargo Bank, National Association (as more fully defined in Exhibit A, “Wells Fargo”), acting through its Wells Fargo Business Credit operating division.
AMENDMENT NO. 7 TO RIGHTS AGREEMENT Amendment No. 7, dated as of December 13, 2004 ("Amendment No. 7"), to the Rights Agreement dated as of March 9, 1999, as amended as of June 9, 1999, April 7, 2000, October 26, 2000, February 21, 2001, February 28,...Rights Agreement • December 13th, 2004 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10(rr) TERM LOAN MODIFICATION AGREEMENT THIS TERM LOAN MODIFICATION AGREEMENT (this "Agreement") is made effective as of the 28th day of December, 2002 by and between FLEET NATIONAL BANK (F/K/A SUMMIT BANK), a national banking association...Term Loan Modification Agreement • April 22nd, 2003 • Merrimac Industries Inc • Radio & tv broadcasting & communications equipment • New Jersey
AGREEMENT AND PLAN OF MERGER dated as of December 23, 2009 by and among CRANE CO., CRANE MERGER CO. and MERRIMAC INDUSTRIES, INC.Agreement and Plan of Merger • December 23rd, 2009 • Merrimac Industries Inc • Electronic components, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 23, 2009 by and among Crane Co., a Delaware corporation (“Parent”), Crane Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Merrimac Industries, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.” An index of terms defined in this Agreement is set forth on Annex A attached hereto.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • December 16th, 2008 • Merrimac Industries Inc • Electronic components, nec • New Jersey
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is dated as of December 1, 2008, by and between Merrimac Industries, Inc., with offices at 41 Fairfield Place, West Caldwell, New Jersey 07006 (“Merrimac”), and Robert V. Condon, residing at 222 Stanhope Road, Sparta, New Jersey 07871 (“Condon”).
AMENDMENT NO. 9 TO RIGHTS AGREEMENTRights Agreement • March 24th, 2009 • Merrimac Industries Inc • Electronic components, nec • New York
Amendment No. 9, dated as of March 19, 2009 ("Amendment No. 9"), to the Rights Agreement dated as of March 9, 1999, as amended as of June 9, 1999, April 7, 2000, October 26, 2000, February 21, 2001, February 28, 2002, September 18, 2002, December 13, 2004 and March 14, 2007 (the "Rights Agreement"), between Merrimac Industries, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the "Rights Agent").
