DEED OF INDEMNITYEdwards Group LTD • April 25th, 2012 • Pumps & pumping equipment
WHEREAS, highly competent persons have become more reluctant to service corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;
DEED OF INDEMNITYEdwards Group LTD • April 25th, 2012 • Pumps & pumping equipment
WHEREAS, highly competent persons have become more reluctant to service corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;
AMENDMENT AGREEMENT RELATING TO THE SERVICE AGREEMENT DATED 24 MARCH 2011 between EDWARDS GROUP PLC and EDWARDS GROUP LIMITED and MATTHEW TAYLORAgreement • April 25th, 2012 • Edwards Group LTD • Pumps & pumping equipment
Edwards Group Limited 2012 Equity Incentive Plan UK UNAPPROVED SHARE OPTION AWARD AGREEMENTUnapproved Share Option Award Agreement • April 25th, 2012 • Edwards Group LTD • Pumps & pumping equipment • England and Wales
THIS UK UNAPPROVED SHARE OPTION AWARD AGREEMENT (this “Award Agreement”) is made and delivered as a DEED effective as of [·] (the “Date of Grant”), by Edwards Group Limited, a public limited company incorporated in the Cayman Islands (the “Company”).
SHAREHOLDERS’ AGREEMENT dated as of [•], 2012 by and among CCMP CAPITAL INVESTORS II (AV-3), L.P., CCMP CAPITAL INVESTORS (CAYMAN) II, L.P., UNITAS CAPITAL INVESTORS (CAYMAN) LTD., THE MANAGEMENT SHAREHOLDERS IDENTIFIED HEREIN, and EDWARDS GROUP LIMITEDShareholders’ Agreement • April 25th, 2012 • Edwards Group LTD • Pumps & pumping equipment • New York
This SHAREHOLDERS’ AGREEMENT is entered into as of [•], 2012 (the “Agreement”), by and among CCMP Capital Investors II (AV-3), L.P., a Cayman Islands exempted limited partnership (“AV-3”), CCMP Capital Investors (Cayman) II, L.P., a Cayman Islands exempted limited partnership (“Cayman” and together with AV-3, “CCMP”), Unitas Capital Investors (Cayman) Ltd., a Cayman Islands limited company (“Unitas”), the individuals listed on Schedule A hereto (the “Management Shareholders”), the Persons who from time to time become shareholders of the Company in accordance with the terms of this Agreement and execute and deliver a Joinder Agreement, substantially as set forth on Exhibit A hereto (a “Joinder Agreement”), and Edwards Group Limited, a Cayman Islands exempted company (the “Company”).
Edwards Group Limited 2012 Equity Incentive Plan NONQUALIFIED SHARE OPTION AWARD AGREEMENTNonqualified Share Option Award Agreement • April 25th, 2012 • Edwards Group LTD • Pumps & pumping equipment • Delaware
THIS NONQUALIFIED SHARE OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Edwards Group Limited, a public limited company incorporated in the Cayman Islands (the “Company”) and [·] (the “Participant”).
Edwards Group Limited 2012 Equity Incentive Plan HMRC APPROVED OPTION AWARD AGREEMENTHMRC Approved Option Award Agreement • April 25th, 2012 • Edwards Group LTD • Pumps & pumping equipment • England and Wales
THIS HMRC APPROVED OPTION AWARD AGREEMENT (this “Award Agreement”) is made and delivered as a DEED effective as of [·] (the “Date of Grant”), by Edwards Group Limited, a public limited company incorporated in the Cayman Islands (the “Company”).
