EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 9th, 2000 • Paravant Inc • Electronic computers • Florida
LEASE AGREEMENTLease Agreement • February 8th, 2000 • Paravant Inc • Electronic computers
WITNESSETH:Non-Qualified Stock Option Agreement • September 3rd, 1998 • Paravant Computer Systems Inc /Fl/ • Electronic computers • Florida
LEASE AGREEMENT THIS INDENTURE OF LEASE MADE THIS 1st DAY OF September, 1996 WITNESSETH: That CALIFORNIA MICROWAVE, INC. First Party, (hereinafter called the 'Landlord'), does hereby demise and lease PARAVANT COMPUTER SYSTEMS, INC. Second Party,...Lease Agreement • December 27th, 1996 • Paravant Computer Systems Inc /Fl/ • Electronic computers
EXHIBIT 4.4 PARAVANT COMPUTER SYSTEMS, INC. Incentive Stock Option Agreement Agreement made this ___________________________day of ______________, between PARAVANT COMPUTER SYSTEMS, INC., a Corporation (the "Company" or "PCS") and...Incentive Stock Option Agreement • September 3rd, 1998 • Paravant Computer Systems Inc /Fl/ • Electronic computers • Florida
Exhibit 10.58 SEPARATION AGREEMENT This Separation Agreement ("Agreement") is made and entered into as of March 27, 2000, by and between Paravant Inc., a Florida corporation (the "Company") and Kevin J. Bartczak ("Bartczak").Separation Agreement • May 12th, 2000 • Paravant Inc • Electronic computers • Florida
PARAVANT COMPUTER SYSTEMS, INC. Agreement Relating to Stock Option Which Is Not an "Incentive Option" Pursuant to the Nonemployee Directors' Stock Option Plan Option granted in Melbourne, Florida, as of (hereinafter referred to as the "Date of Grant")...Paravant Computer Systems Inc /Fl/ • September 3rd, 1998 • Electronic computers
ARTICLE I DEFINITIONSCredit Agreement • November 1st, 2002 • Paravant Inc • Electronic computers • New York
EXHIBIT 10.41 NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT (this "Agreement"), is made as of the 1st day of October, 1998, by and between PARAVANT COMPUTER SYSTEMS, INC., a Florida corporation (hereinafter referred to as the "Purchaser"),...Non-Competition Agreement • December 23rd, 1998 • Paravant Inc • Electronic computers • Florida
by and amongAgreement and Plan of Merger • October 28th, 2002 • Paravant Inc • Electronic computers • Florida
EXHIBIT 10.47 EMPLOYMENT AGREEMENT This AGREEMENT is made and entered into as of the 1st day of January 1999, by and between PARAVANT INC., a Florida corporation (the "Company") and RICHARD P. McNEIGHT, (the "Employee"). WHEREAS, the Company desires...Employment Agreement • August 10th, 1999 • Paravant Inc • Electronic computers
AMONG PARAVANT INC. AND JAY PERRY AND LAWRENCE J. SCALLYStock Purchase Agreement • July 17th, 2000 • Paravant Inc • Electronic computers • New Jersey
PARAVANT INC.Settlement Agreement and Release • May 10th, 1999 • Paravant Inc • Electronic computers • Florida
EMPLOYMENT AGREEMENT This AGREEMENT is made and entered into as of the 15th day of September, 1997, by and between PARAVANT COMPUTER SYSTEMS, INC., a Florida corporation (the "Company") and KEVIN J. BARTCZAK, (the "Employee"). WHEREAS, the Company...Employment Agreement • October 20th, 1997 • Paravant Computer Systems Inc /Fl/ • Electronic computers
ARTICLE I TENDER AGREEMENT AND IRREVOCABLE PROXYExecution • November 1st, 2002 • Paravant Inc • Electronic computers • Delaware
ARTICLE I TENDER AGREEMENT AND IRREVOCABLE PROXYTender and Voting Agreement • October 28th, 2002 • Paravant Inc • Electronic computers • Delaware
EXHIBIT 10.38 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of October 1, 1998, by and between Paravant Computer Systems, Inc., a Florida corporation (the "Company"), and Edward W. Stefanko (the "Employee"). The parties hereto, in...Employment Agreement • December 23rd, 1998 • Paravant Inc • Electronic computers • Ohio
Exhibit 10.32 PARAVANT COMPUTER SYSTEMS, INC. NONEMPLOYEE DIRECTOR AGREEMENT GRANTING SPECIAL STOCK OPTION This Nonemployee Director Agreement Granting Special Stock Option (this "Agreement") evidences and sets forth the terms of the special stock...Paravant Computer Systems Inc /Fl/ • August 14th, 1998 • Electronic computers
EMPLOYMENT AGREEMENT This AGREEMENT is made and entered into as of the 15th day of September, 1997, by and between PARAVANT COMPUTER SYSTEMS, INC., a Florida corporation (the "Company") and RICHARD P. McNEIGHT, (the "Employee"). WHEREAS, the Company...Employment Agreement • October 20th, 1997 • Paravant Computer Systems Inc /Fl/ • Electronic computers
PARAVANT COMPUTER SYSTEMS, INC. NONEMPLOYEE DIRECTOR AGREEMENT GRANTING SPECIAL STOCK OPTION This Nonemployee Director Agreement Granting Special Stock Option (this 'Agreement') evidences and sets forth the terms of the special stock option granted by...Paravant Computer Systems Inc /Fl/ • December 29th, 1997 • Electronic computers
EXHIBIT 2.1 ACQUISITION AGREEMENTEmployment Agreement • April 29th, 1998 • Paravant Computer Systems Inc /Fl/ • Electronic computers • Florida
Exhibit 10.57 AMENDMENT TO EMPLOYMENT AGREEMENT To: Edward W. Stefanko President and CEO of EDL From: Krishan J. Joshi Chairman and CEO of Paravant Inc. Reference: Our negotiation this date of your resignation Date: January 14, 2000 Your resignation...Employment Agreement • May 12th, 2000 • Paravant Inc • Electronic computers
SECURITY AGREEMENT ALL PERSONAL PROPERTY AND FIXTURES BORROWER GRANTOR This Agreement is executed and delivered at Dayton, Ohio as of this 20th day of November, 1996 by Paravant Computer Systems, Inc ('Grantor'), whose mailing address is 780 S Apollo...Security Agreement • December 27th, 1996 • Paravant Computer Systems Inc /Fl/ • Electronic computers
EXHIBIT 10.43 SUBORDINATED NOTEParavant Inc • December 23rd, 1998 • Electronic computers
EXHIBIT 4.5 PARAVANT COMPUTER SYSTEMS, INC. COMMON STOCK PURCHASE WARRANT For the Purchase of 45,000 shares This certifies that, for value received, The Equity Group Inc. (the "Holder") is entitled, subject to the terms and conditions hereinafter set...Paravant Inc • July 12th, 1999 • Electronic computers
ARTICLE I TENDER AGREEMENT AND IRREVOCABLE PROXYShareholder Tender and Voting Agreement • November 1st, 2002 • Paravant Inc • Electronic computers • Delaware
EXHIBIT 2.1Employment Agreement • October 23rd, 1998 • Paravant Computer Systems Inc /Fl/ • Electronic computers • Florida
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF PARAVANT INC. BYMerger Agreement • October 28th, 2002 • Paravant Inc • Electronic computers
Exhibit (e)(10) March 6,2002 EMPLOYMENT AGREEMENT This AGREEMENT is made and entered into as of the 20th day of March, 2002, by and between PARAVANT, INC., a Florida corporation (the "Company") and RICHARD P. McNEIGHT, (the "Employee"). WHEREAS, the...Employment Agreement • October 28th, 2002 • Paravant Inc • Electronic computers
CONFIDENTIALITY AGREEMENT First Union Securities, Inc. (dba) Wachovia Securities 301 South College Street Charlotte, North Carolina 28288-0745 Ladies and Gentlemen: You have advised us that you are acting on behalf of Paravant Inc. (together with its...Confidentiality Agreement • October 28th, 2002 • Paravant Inc • Electronic computers • Florida
This letter will confirm our agreement with you and Paravant to retain in strict confidence all information (whether oral or written) conveyed to us by Paravant, its agents, or you regarding the Company (collectively, the "Information"), unless such Information is publicly available, we can clearly establish that such Information was known to us, without any direct or indirect obligation of confidentiality, prior to your disclosure, or such Information is or becomes available to us on a nonconfidential basis from a source other than you, Paravant, or its agents, provided that such other source is not bound by a confidentiality agreement with you or Paravant. We will use such Information only in connection with our consideration of whether to enter into the Transaction and will not otherwise use it in our business or disclose it to others, except that we shall have the right to communicate the Information to such of our directors, officers, advisors, employees, and affiliates (if any) w
EXHIBIT 10.47 MUTUAL COMMITMENT TO BUILD AND TO LEASE This Mutual Commitment to Build and to Sub-Lease is executed this 5th day of June, 1998, between Engineering Development Laboratories, Inc. (EDL), an Ohio for profit corporation; UES, Inc. (UES),...Paravant Inc • December 23rd, 1998 • Electronic computers
October 31, 2002Paravant Inc • November 6th, 2002 • Electronic computers
PARAVANT LOGO] October 28, 2002 Dear Fellow Shareholders: We are pleased to inform you that on October 23, 2002, Paravant Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with DRS Technologies, Inc. ("Parent")...Paravant Inc • October 28th, 2002 • Electronic computers
We are pleased to inform you that on October 23, 2002, Paravant Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with DRS Technologies, Inc. ("Parent") and Prince Merger Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), providing for the acquisition of the Company.
EXHIBIT 10.54 PARAVANT INC.Agreement Granting Special Stock Option • December 21st, 1999 • Paravant Inc • Electronic computers
Exhibit (e)(11) October 22, 2002 Paravant Inc. 89 Headquarters Plaza North Suite 1421 Morristown, New Jersey 07960 Re: Employment Agreement dated March 20, 2002 Dear Sirs: In connection with the above-referenced Employment Agreement (the "Agreement")...Paravant Inc • October 28th, 2002 • Electronic computers
In connection with the above-referenced Employment Agreement (the "Agreement") between the undersigned and Paravant Inc. (the "Company"), this letter is intended to acknowledge that the undersigned hereby relinquishes and waives his rights under Section 15 of the Agreement to receive additional severance benefits under Section 9 thereof if the undersigned's employment by the Company is terminated "without cause" during the first one year following the change of control and to voluntarily resign and receive a total severance of 2 years base salary upon acceptance of a two year covenant not to compete following a change of control.
