0000065195-05-000028 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the ___ day of ______, 1996, by and between Kevin R. Hoben, a Connecticut resident, (“Employee”) and Omega Flex, Inc., a Pennsylvania corporation (the “Company”), whose principal office is located at 451 Creamery Way, Exton, Pennsylvania 19341-2509.

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INDEMNITY AGREEMENTS BETWEEN OMEGA FLEX, INC. AND ITS OFFICERS AND DIRECTORS
Omega Flex, Inc. • June 22nd, 2005 • Heating equip, except elec & warm air; & plumbing fixtures
SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of ___________, 2005, between Mestek, Inc., a Pennsylvania corporation (“Mestek”), and Omega Flex, Inc., a Pennsylvania corporation (“Omega”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article VII hereof.

INDEMNITY AGREEMENT
Indemnity Agreement • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS INDEMNITY AGREEMENT (the “Agreement”) is entered into as of this ___ day of ________, 2005, by and between Omega Flex, Inc. (the “Company”), a Pennsylvania corporation, and _______________ , (hereinafter referred to as “Indemnitee”).

INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT
Indemnification and Insurance Matters Agreement • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT (this “Agreement”) is entered into as of __________, 2005, by and between Mestek, Inc., a Pennsylvania corporation (“Mestek”), and Omega Flex, Inc., a Pennsylvania corporation (“Omega”). Certain capitalized terms used herein are defined in Article VI. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement (defined below).

TAX RESPONSIBILITY ALLOCATION AGREEMENT
Tax Responsibility Allocation Agreement • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

This Tax Responsibility Allocation Agreement (the “Agreement”) is dated as of _____, 2005, between Mestek, Inc., a Pennsylvania Corporation (“Mestek”), and Omega Flex, Inc., a Pennsylvania corporation (“Omega”) either or both of which may be a “party” or “parties”.

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