Todd Shipyards Corp Sample Contracts

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TODD SHIPYARDS CORPORATION
Todd Shipyards Corp • December 30th, 2010 • Ship & boat building & repairing • Washington

In connection with your consideration of a possible transaction (the “Transaction”) with Todd Shipyards Corporation, a Delaware corporation and/or its subsidiary corporations (collectively, the “Company”) pursuant to which you or your Affiliate (as defined herein) may acquire some or all of the equity or assets of the Company, the Company is prepared to provide to you reasonable access to and records relating to properties owned, leased, or operated by the Company; and certain other information concerning the past, current or prospective business, operations, assets and liabilities of the Company, certain of which information is either non-public, confidential or proprietary in nature. For purposes of this letter agreement, the term “Affiliate” shall mean any corporation, company or other business entity directly or indirectly controlling you or under your control. The term “control” means (i) direct or indirect beneficial ownership of greater than fifty percent (50%) of the voting sec

TRANSITION AGREEMENT
Transition Agreement • December 23rd, 2010 • Todd Shipyards Corp • Ship & boat building & repairing • Washington

This Transition Agreement (“Agreement”) is entered into by the Parties, effective on the date of last signature below. Todd Pacific Shipyards Corporation is referred to in this Agreement as “the Company” and Michael G. Marsh is referred to in this Agreement as “Executive.”

AGREEMENT AND PLAN OF MERGER dated as of December 22, 2010, among VIGOR INDUSTRIAL LLC, NAUTICAL MILES, INC. and TODD SHIPYARDS CORPORATION
Agreement and Plan of Merger • December 23rd, 2010 • Todd Shipyards Corp • Ship & boat building & repairing • Delaware

This Agreement and Plan of Merger, dated as of December 22, 2010 (this “Agreement”), is by and among Vigor Industrial LLC, an Oregon limited liability company (“Parent”), Nautical Miles, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and Todd Shipyards Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and Company is referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 9.3.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 12th, 2008 • Todd Shipyards Corp • Ship & boat building & repairing • Delaware

AGREEMENT made and entered as of the ___ day of __________, 20__, by and between Todd Shipyards Corporation a Delaware corporation (the "Company"), and ______________ (the "Indemnitee").

TODD SHIPYARDS CORPORATION
Todd Shipyards Corp • December 30th, 2010 • Ship & boat building & repairing

On behalf of the Board of Directors of Todd Shipyards Corporation (the “Company”), I am pleased to inform you that on December 22, 2010, the Company entered into a definitive Merger Agreement to be acquired by Nautical Miles, Inc. (“Purchaser”), a subsidiary of Vigor Industrial LLC (“Vigor”). Vigor and its subsidiaries operate several businesses that provide ship repair and conversion, barge building, industrial coating, machining, industrial real estate, and fabrication services. Pursuant to the terms of the Merger Agreement and subject to the conditions set forth in Purchaser’s Offer to Purchase, Purchaser commenced a tender offer today to purchase all of the outstanding shares of the Company’s common stock for $22.27 per share in cash, without interest and less applicable withholding taxes (the “Offer Price”).

Option Adjustment and Indemnification Agreement
Option Adjustment and Indemnification Agreement • June 15th, 2006 • Todd Shipyards Corp • Ship & boat building & repairing

This Agreement is made and entered this ___ day of June 2006 by and between Todd Shipyards Corporation (the "Company") and _______________ ("Employee"). [Date of Agreement will be the ex-dividend date.]

TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • December 23rd, 2010 • Todd Shipyards Corp • Ship & boat building & repairing • Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 22, 2010 is by and among Vigor Industrial LLC, an Oregon limited liability company (“Parent”), Nautical Miles, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of Todd Shipyards Corporation, a Delaware corporation (the “Company”), listed on the signature pages hereto (each a “Stockholder”). Each of Parent, Merger Sub and each Stockholder is referred to herein individually as a “Party” and collectively as the “Parties.”

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