AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • Delaware
AMONGStockholders Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • Delaware
Torque Acquisition Co., L.L.C. c/o Vestar Capital Partners IV, L.P. 245 Park Avenue 41st Floor New York, New York 10167-4098 November 29, 1999Gleason Reporting Group • December 9th, 1999 • Machine tools, metal cutting types • Delaware
1 The undersigned, John J. Perrotti (the "Stockholder"), hereby acknowledges that, concurrently with the execution and delivery of this agreement, James S. Gleason, certain other members of the management of Gleason Corporation (the "Company") and...Gleason Reporting Group • December 9th, 1999 • Machine tools, metal cutting types
1 The undersigned, the Non Exempt Trust for the benefit of James S. Gleason under Article Third (F) of the Trust Under Agreement dated March 8, 1989, with Lawrence C. Gleason (the "Stockholder"), hereby acknowledges that, concurrently with the...Gleason Reporting Group • December 9th, 1999 • Machine tools, metal cutting types
2 3 event, new certificates therefor shall be issued by the Company to and in the name of the Voting Trustees. Such new certificates, and any other certificates for shares of Common Stock issued to the Voting Trustees pursuant to this Agreement, shall...Voting Trust Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • Delaware
1 FORM OF SEVERANCE AGREEMENTForm of Severance Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • New York
2 3 (b) This Agreement has been duly and validly executed and delivered by Acquisition Company and, assuming its due authorization, execution and delivery by the Foundation, constitutes a valid, binding and enforceable agreement of Acquisition Company.Foundation Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types • Delaware
1 MANAGEMENT SUBSCRIPTION AGREEMENT TERM SHEET Terms not otherwise defined herein have the meaning given to them in that certain Stockholders Agreement dated as of November 29, 1999 among Gleason Corporation and certain of its Stockholders.Management Subscription Agreement Term Sheet • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types
1 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT ("Agreement"), dated as of November 29, 1999, is by and between Vestar Capital Partners IV, L.P. ("Vestar") and Torque Acquisition Co., L.L.C. ("Acquisition Co."). All capitalized terms used...1 Unit Purchase Agreement • December 9th, 1999 • Gleason Reporting Group • Machine tools, metal cutting types
