Faro Technologies Inc Sample Contracts

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Agreement and Plan of Merger • January 31st, 2002 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
Loan Agreement • November 13th, 2003 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida
FORM OF
Stock Option Agreement • November 26th, 1997 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida
ARTICLE II INVESTOR'S REPRESENTATIONS AND WARRANTIES
Securities Purchase Agreement • November 13th, 2003 • Faro Technologies Inc • Measuring & controlling devices, nec • New York
AGREEMENT
Agreement • August 16th, 2001 • Faro Technologies Inc • Measuring & controlling devices, nec • Pennsylvania
UNDERWRITING AGREEMENT
Faro Technologies Inc • September 15th, 1997 • Measuring & controlling devices, nec • Florida
RECITALS:
Registration Rights Agreement • November 13th, 2003 • Faro Technologies Inc • Measuring & controlling devices, nec • New York
RECITALS
Acquisition Agreement • May 22nd, 1998 • Faro Technologies Inc • Measuring & controlling devices, nec
5.50% Convertible Senior Notes due 2028
Faro Technologies Inc • January 24th, 2023 • Measuring & controlling devices, nec • New York

INDENTURE, dated as of January 24, 2023, between FARO Technologies, Inc., a Florida corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Form of Director Indemnification Agreement • October 28th, 2020 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

This Indemnification Agreement (“Agreement”) is made as of ________, 20__ by and between FARO Technologies, Inc., a Florida corporation (the “Company”), and [Name of Indemnitee] (“Indemnitee”).

EXHIBIT 4.2 FORM OF FARO TECHNOLOGIES, INC. 1997 EMPLOYEE STOCK OPTION PLAN STOCK OPTION AGREEMENT
Stock Option Plan Stock Option Agreement • November 26th, 1997 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida
EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2016 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 21st day of December, 2016 by and between FARO Technologies, Inc., a Florida corporation (the “Company”), and Robert E. Seidel (“Executive”), to be effective as of December 16, 2016 (the “Effective Date”).

FORM OF OFFICER INDEMNIFICATION AGREEMENT
Form of Officer Indemnification Agreement • October 28th, 2020 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

This Indemnification Agreement (“Agreement”) is made as of ___________, 20__ by and between FARO Technologies, Inc., a Florida corporation (the “Company”), and [Name of Indemnitee] (“Indemnitee”).

FARO TECHNOLOGIES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2008 • Faro Technologies Inc • Measuring & controlling devices, nec

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into effective as of November 7, 2008 by and between FARO Technologies, Inc. (the “Company”) and KEITH S. BAIR (the “Executive”). This Agreement amends and restates in its entirety the Employment Agreement dated as of December 5, 2006 between the Company and the Executive. The Company believes that an effective and stable management team is essential to promoting the best interests of the Company and its shareholders. Given the Executive’s strong performance and diligent work efforts, the Company wishes to assure Executive’s continued services in the event of a change of control. As a change in control of the Company may adversely affect Executive’s employment security the Company desires to provide an incentive for the Executive to remain employed with the Company during the period leading up to any such change of control, and to encourage the Executive to devote full and continued attention to the bu

FARO Technologies 2004 Equity Incentive Plan Incentive Stock Option Award Agreement
Incentive Stock Option Award Agreement • May 2nd, 2008 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of a nonqualified stock option (the “Option”) by FARO Technologies, Inc., a Florida corporation (the “Company”), to the Participating Employee named above, pursuant to the provisions of the Plan.

WITNESSETH
Business Lease • August 6th, 1997 • Faro Technologies Inc
AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN FARO TECHNOLOGIES, INC. AND KEITH S. BAIR
Employment Agreement • February 25th, 2011 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS AMENDMENT (this “Amendment”) to the Amended and Restated Employment Agreement between FARO Technologies, Inc. and Keith S. Bair, dated as of November 7, 2008 (the “Agreement”) was made and entered into this 14th day of December, 2010.

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AMENDMENT TO THE FARO TECHNOLOGIES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN FARO TECHNOLOGIES, INC. AND JAY FREELAND
Employment Agreement • April 8th, 2009 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS AMENDMENT (this “Amendment”) to the Amended and Restated Employment Agreement between FARO Technologies, Inc. and Jay Freeland, dated as of November 7, 2008 (the “Agreement”) was made and entered into this 2nd day of April, 2009.

FARO Technologies, Inc. 2014 Incentive Plan Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • August 2nd, 2016 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by FARO Technologies, Inc., a Florida corporation (the “Company”), to the Grantee named above, on the date indicated above, pursuant to the provisions of the Plan.

FARO Technologies 2004 Equity Incentive Plan Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 20th, 2007 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS AGREEMENT evidences the grant of shares of restricted stock (the “Restricted Stock”) by FARO Technologies, Inc., a Florida corporation (the “Company”), to the Non-Employee Director named above, pursuant to the provisions of the Plan.

AMENDED AND RESTATED LEASE AGREEMENT
Lease Agreement • February 26th, 2010 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

THIS AMENDED AND RESTATED LEASE AGREEMENT, hereinafter referred to as the “Lease”, is hereby made by and between EMMA INVESTMENTS, LLC, a Florida limited liability company, hereinafter referred to as the “Lessor”, whose address is Post Office Box 941618, Maitland, Florida 32794, and FARO TECHNOLOGIES, INC., a Florida corporation, hereinafter referred to as the “Lessee” whose address is 250 Technology Park, Lake Mary, Florida 32746.

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • April 24th, 2009 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Second Amendment”) is entered into as of the 22nd day of April, 2009, by and between FARO TECHNOLOGIES, INC., a Florida corporation (“Borrower”), and SUNTRUST BANK, a Georgia banking corporation (“Bank”) for the purpose of amending the Amended and Restated Loan Agreement dated as of July 11, 2006, between Borrower and Bank, amended by the First Amendment to Amended and Restated Loan Agreement dated as of November 21, 2008 (such Amended and Restated Loan Agreement as so amended being referred to herein as the “Original Agreement”).

FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT
Lease Agreement • May 16th, 2014 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (this “First Amendment”) is dated as of May 14, 2014. The parties to this First Amendment are EMMA INVESTMENTS, LLC, a Florida limited liability company (“Lessor”) and FARO TECHNOLOGIES, INC., a Florida corporation (“Lessee”).

Contract
Faro Technologies Inc • December 1st, 2005 • Measuring & controlling devices, nec
Amendment to 2019 Performance-Based Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • February 19th, 2020 • Faro Technologies Inc • Measuring & controlling devices, nec

This Amendment, effective February 13, 2020, to the Performance-Based Restricted Stock Unit Award Agreement (the “Agreement”) dated as of February 25, 2019 is made between FARO Technologies, Inc. (the “Company”) and _____________________________ (the “Grantee”). This Amendment is included in and made a part of the Agreement.

Contract
Employment Agreement • June 18th, 2019 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS ADDENDUM TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Addendum”) is made and entered into on June 17, 2019 by and between FARO Technologies, Inc., a Florida corporation (the “Company”), and Kathleen J. Hall (“Executive”) to amend and modify that certain Amended and Restated Employment Agreement by and between the Company and Executive entered into on April 27, 2016 (the “Agreement”).

Restricted Stock Unit Award Agreement You have been selected to participate in the FARO Technologies, Inc. 2014 Incentive Plan (the “Plan”), as specified below:
Restricted Stock Unit Award Agreement • May 1st, 2019 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by FARO Technologies, Inc., a Florida corporation (the “Company”), to the Grantee named above, on the date indicated above, pursuant to the provisions of the Plan.

EMPLOYMENT AGREEMENT
Restricted Stock Unit Award Agreement • April 9th, 2019 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 5th day of April, 2019 by and between FARO Technologies, Inc., a Florida corporation (the “Company”), and Michael Burger (“Executive”), to be effective as of June 17, 2019 (the “Effective Date”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • February 28th, 2020 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

This Transition and Separation Agreement (this “Agreement”), dated this 25th day of February, 2020, is entered into by and between FARO Technologies, Inc. (the “Company”), and Jody S. Gale (“Gale”).

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