EXHIBIT 10.1 INDEMNIFICATION AGREEMENT ------------------------- This Agreement is made as of the 19th day of January, 2005 by and among Graham Corporation, a Delaware corporation (the "Company"), and William C. Johnson ("Agent") with reference to the...Indemnification Agreement • January 25th, 2005 • Graham Corp • General industrial machinery & equipment • Delaware
EXHIBIT 4.2 -----------Non-Qualified Stock Option Agreement • March 20th, 1997 • Graham Corp • General industrial machinery & equipment • New York
EXHIBIT 99.3Rights Agreement • September 15th, 2000 • Graham Corp • General industrial machinery & equipment • New York
EXHIBIT 10.9 AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS AMENDED AND RESTATED CREDIT FACILITY AGREEMENT is made as of the 3rd day of November, 1999 by and between GRAHAM CORPORATION, a corporation formed under the laws of the State of Delaware...Credit Facility Agreement • June 23rd, 2005 • Graham Corp • General industrial machinery & equipment • New York
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This Agreement is made as of the 5th day of March, 2004, by and among Graham Corporation, a Delaware corporation (the "Company"), and the undersigned (the "Director") with reference to the following facts: The...Indemnification Agreement • February 1st, 2005 • Graham Corp • General industrial machinery & equipment • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2010 • Graham Corp • General industrial machinery & equipment • Delaware
This Indemnification Agreement, dated as of ______ ___, 2010, is made by and between Graham Corporation, a Delaware corporation (the “Corporation”) and [name] (the “Indemnitee”).
1 Exhibit 10.4 -1-Employment Agreement • June 26th, 1998 • Graham Corp • General industrial machinery & equipment • New York
1 Exhibit 10.5 GRAHAM CORPORATION SENIOR EXECUTIVE SEVERANCE AGREEMENT AGREEMENT between Graham Corporation, a Delaware corporation (the "Corporation"), and Alvaro Cadena (the "Executive"), WITNESSETH: WHEREAS, the Board of Directors (the "Board") of...Senior Executive Severance Agreement • June 26th, 1998 • Graham Corp • General industrial machinery & equipment
Exhibit 10.1 AGREEMENT AND GENERAL RELEASE ----------------------------- THIS AGREEMENT made the 29th day of November, 2004 by and between Alvaro Cadena and Graham Corporation ("Graham" or the "Company"), in consideration for the mutual promises...Agreement and General • December 2nd, 2004 • Graham Corp • General industrial machinery & equipment • New York
LOAN AGREEMENTLoan Agreement • June 3rd, 2021 • Graham Corp • General industrial machinery & equipment • New York
This Loan Agreement (“Agreement”) dated as of June 1, 2021, is between Bank of America, N.A. (the “Bank”) and Graham Corporation (the “Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2013 • Graham Corp • General industrial machinery & equipment • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of July 25, 2013, by and between Graham Corporation, a Delaware corporation with its principal place of business at 20 Florence Avenue, Batavia, New York 14020 (the “Company”), and Jennifer Condame, currently residing at (the “Executive”).
PLEDGE AGREEMENT (Hypothecation)Pledge Agreement • May 6th, 2020 • Graham Corp • General industrial machinery & equipment • New York
This AGREEMENT is entered into at New York, New York, as of May 1, 2020, between GRAHAM CORPORATION, a Delaware corporation, with an address of 20 Florence Avenue, Batavia, New York 14020 (the “Pledgor”) and HSBC Bank USA, National Association, a bank organized under the laws of the United States of America with an address of 452 Fifth Avenue, 4th Floor, New York, New York 10018 (the “Bank”).
AMENDED AND RESTATED SEVERANCE AND TRANSITION AGREEMENTSeverance and Transition Agreement • March 9th, 2022 • Graham Corp • General industrial machinery & equipment • New York
This AMENDED AND RESTATED SEVERANCE AND TRANSITION AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2022 (the “Effective Date”) by and between Graham Corporation (the “Company”) and Jeffrey F. Glajch (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties.”
TERMINATION AGREEMENTTermination Agreement • February 8th, 2022 • Graham Corp • General industrial machinery & equipment • Delaware
This Termination Agreement (this “Termination Agreement”) is made and entered into effective as of October 26, 2021, by and between Graham Acquisition I, LLC, a Delaware limited liability company (“Buyer”), and BNI Holdco, LLC (f/k/a BNI Holdings, Inc.), a Colorado limited liability company (“Seller”). Capitalized terms not otherwise defined in this Termination Agreement shall have the meanings assigned to them in the Agreement (defined below).
RESTRICTED STOCK AGREEMENT (Employee — Performance Vesting)Restricted Stock Agreement • August 5th, 2011 • Graham Corp • General industrial machinery & equipment • New York
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ____, 20___ (the “Grant Date”), by and between Graham Corporation, a corporation organized and existing under the laws of the State of Delaware and having an office at 20 Florence Avenue, Batavia, New York 14020 (the “Company”) and _______________ (the “RSA Holder”).
FORM OF RESTRICTED STOCK AGREEMENT (Employee — Under Annual Award Plan)Restricted Stock Agreement • November 3rd, 2009 • Graham Corp • General industrial machinery & equipment • New York
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of , 20___, by and between Graham Corporation, a corporation organized and existing under the laws of the State of Delaware and having an office at 20 Florence Avenue, Batavia, New York 14020 (the “Company”) and (the “RSA Holder”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (Directors)Non-Qualified Stock Option Agreement • November 5th, 2008 • Graham Corp • General industrial machinery & equipment • New York
This NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the day of , by and between Graham Corporation, a corporation organized and existing under the laws of the State of Delaware and having an office at 20 Florence Avenue, Batavia, New York 14020 (“Company”) and (“Option Holder”).
EXHIBIT 4.1 AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS AGREEMENT is made as of the 12th day of July, 2005 by and among GRAHAM CORPORATION, a corporation formed under the laws of the State of Delaware with offices at 20 Florence Avenue,...Credit Facility Agreement • July 13th, 2005 • Graham Corp • General industrial machinery & equipment • New York
CONTINUING AND UNCONDITIONAL GUARANTYGraham Corp • June 15th, 2015 • General industrial machinery & equipment • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2021 • Graham Corp • General industrial machinery & equipment • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the close of business on August 31, 2021 by and between Graham Corporation, a Delaware corporation with its principal place of business at 20 Florence Avenue, Batavia, New York 14020 (the “Company”), and Daniel Thoren, with a business address at 6325 West 55th Ave, Arvada, CO 80002 (the “Executive”).
LOAN AGREEMENTLoan Agreement • December 6th, 2010 • Graham Corp • General industrial machinery & equipment • New York
This Agreement dated as of December 3, 2010, is between Bank of America, N.A. (the “Bank”) and Graham Corporation, a corporation formed under the laws of the State of Delaware with offices at 20 Florence Avenue, Batavia, New York 14020 (the “Borrower”).
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • August 21st, 2009 • Graham Corp • General industrial machinery & equipment
This Amendment No. 2 (the “Amendment”) dated as of August 19, 2009, is between Bank of America, N.A. (the “Bank”) and Graham Corporation (the “Borrower”).
FORM OF RESTRICTED STOCK AGREEMENT (Employee – Performance Vesting)Restricted Stock Agreement • July 30th, 2013 • Graham Corp • General industrial machinery & equipment • New York
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 (the “Grant Date”), by and between Graham Corporation, a corporation organized and existing under the laws of the State of Delaware and having an office at 20 Florence Avenue, Batavia, New York 14020 (the “Company”) and (the “RSA Holder”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 6th, 2007 • Graham Corp • General industrial machinery & equipment • New York
SECURITY AGREEMENT, dated as of December 5, 2007, Graham Corporation, a corporation formed under the laws of the State of Delaware with offices at 20 Florence Avenue, Batavia, New York 14020, and Bank of America, N.A., a national banking association with offices at One East Avenue, Rochester, New York 14638 (the “Secured Party”).
AMENDED AND RESTATED PERFORMANCE BONUS AGREEMENTPerformance Bonus Agreement • November 7th, 2022 • Graham Corp • General industrial machinery & equipment • Delaware
THIS AMENDED AND RESTATED PERFORMANCE BONUS AGREEMENT (this “Agreement”), is made and entered into effective as of October 26, 2022, by and between Graham Acquisition I, LLC, a Delaware limited liability company (“Parent”), and Barber-Nichols, LLC, a Colorado limited liability company and subsidiary of Parent (the “Company”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 6th, 2010 • Graham Corp • General industrial machinery & equipment
THIS TRADEMARK SECURITY AGREEMENT AMENDMENT 1 (“Amendment”), dated as of December 3, 2010, is made by and between Graham Corporation, a corporation formed under the laws of the State of Delaware with offices at 20 Florence Avenue, Batavia, New York 14020 (the “Debtor”), and Bank of America, N.A., a national banking association with offices at One East Avenue, Rochester, New York 14638 (the “Secured Party”).
FOURTH AMENDMENT TO CREDIT FACILITY AGREEMENTCredit Facility Agreement • March 8th, 2007 • Graham Corp • General industrial machinery & equipment • New York
THIS FOURTH AMENDMENT, dated as of the 7th day of March, 2007, to that certain Amended and Restated Credit Facility Agreement dated as of July 12, 2005, as amended by a First Amendment to Credit Facility Agreement dated as of February 24, 2006, a Second Amendment to Credit Facility Agreement dated as of June 14, 2006, and a Third Amendment to Credit Facility Agreement dated as of September 20, 2006 (as so amended, the “Agreement”), between BANK OF AMERICA, N.A., a national banking association and successor by merger to Fleet National Bank, having an office at One East Avenue, Rochester, New York 14638 (the “Bank”), and GRAHAM CORPORATION, a corporation formed under the laws of the State of Delaware with offices at 20 Florence Avenue, Batavia, New York 14020 (the “Borrower”).
FORM OF RESTRICTED STOCK AGREEMENT (Director)Form of Restricted Stock Agreement • November 3rd, 2009 • Graham Corp • General industrial machinery & equipment • New York
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of 20___, by and between Graham Corporation, a corporation organized and existing under the laws of the State of Delaware and having an office at 20 Florence Avenue, Batavia, New York 14020 (the “Company”) and (the “RSA Holder”).
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2021 • Graham Corp • General industrial machinery & equipment • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), is effective as of March 16, 2021, by and between Graham Corporation, a Delaware corporation with its principal place of business at 20 Florence Avenue, Batavia, New York 14020 (the “Company”), and Jeffrey F. Glajch (the “Executive”).
RESTRICTED STOCK UNIT AGREEMENT (Director)Restricted Stock Unit Agreement • August 1st, 2022 • Graham Corp • General industrial machinery & equipment • New York
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into as of the [___]day of [_____________], 20[__] (the “Grant Date”), by and between Graham Corporation, a corporation organized and existing under the laws of the State of Delaware and having an office at 20 Florence Avenue, Batavia, New York 14020 (the “Company”) and [Director] (the “Participant”).
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 7th, 2022 • Graham Corp • General industrial machinery & equipment
This FOURTH AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2022 by and among GRAHAM CORPORATION, a Delaware corporation (the “Borrower”), GHM Acquisition Corp., a Delaware corporation (“GHM”), Graham Acquisition I, LLC, a Delaware limited liability company (“Acquisition”), BARBER-NICHOLS, LLC, a Colorado limited liability company (“BNI” and, collectively with GHM and Acquisition, the “Guarantors” and each a “Guarantor”; the Guarantors, together with the Borrower, the “Obligors” and each an “Obligor”), and BANK OF AMERICA, N.A. (the “Bank”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Loan Agreement (as defined below).
PATENT SECURITY AGREEMENTPatent Security Agreement • February 2nd, 2016 • Graham Corp • General industrial machinery & equipment
This PATENT SECURITY AGREEMENT (“Agreement”), dated as of December 2, 2015 is made by Graham Corporation, a Delaware corporation (the “Borrower”), and the undersigned subsidiaries of the Borrower (each, a “Grantor” and collectively, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of December 2, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent and the other parties thereto.
FIRST AMENDMENT TO CREDIT FACILITY AGREEMENTCredit Facility Agreement • March 2nd, 2006 • Graham Corp • General industrial machinery & equipment • New York
THIS FIRST AMENDMENT, dated as of the 24th day of February, 2006, to that certain Amended and Restated Credit Facility Agreement dated as of July 12, 2005 (the “Agreement”), between BANK OF AMERICA, N.A., a national banking association and successor by merger to Fleet National Bank, having an office at One East Avenue, Rochester, New York 14638 (the “Bank”), and GRAHAM CORPORATION, a corporation formed under the laws of the State of Delaware with offices at 20 Florence Avenue, Batavia, New York 14020 (the “Borrower”).
HSBC BANK USA, NATIONAL ASSOCIATIONGraham Corp • October 30th, 2020 • General industrial machinery & equipment
EXHIBIT 99.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK (SEE EXHIBIT A TO THE RIGHTS AGREEMENT FILED HEREIN AS EXHIBIT 99.3)Graham Corp • September 15th, 2000 • General industrial machinery & equipment
