REGISTRATION RIGHTS AGREEMENT by and among Vontier Corporation, Gilbarco Inc. Matco Tools Corporation and Citigroup Global Markets Inc. Morgan Stanley & Co. LLC, as Representatives of the Initial Purchasers Dated as of March 10, 2021Registration Rights Agreement • March 10th, 2021 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2021, by and among Vontier Corporation, a Delaware corporation (the “Issuer”), Gilbarco Inc., a Delaware corporation (“Gilbarco”), Matco Tools Corporation, a Delaware corporation (“Matco” and, together with Gilbarco and Veeder-Root, the “Guarantors”), and Citigroup Global Markets Inc. (“Citi”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) as the representatives (the “Representatives”) of the several Initial Purchasers named in Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuer’s 1.800% Senior Notes due 2026 (the “2026 Notes”), 2.400% Senior Notes due 2028 (the “2028 Notes”) and 2.950% Senior Notes due 2031 (the “2031 Notes”, and together with the 2026 Notes and the 2028 Notes, the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agr
CREDIT AGREEMENT Dated as of [______], 2020, among VONTIER CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other LENDERS party hereto CITIBANK, N.A.,...Credit Agreement • September 21st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This CREDIT AGREEMENT, dated as of [_____], 2020 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
FORM OF VONTIER CORPORATIONStock Option Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, including any special terms and conditions for the Optionee’s country set forth in the addendum attached thereto as Addendum A (the “Addendum”) (collectively, the “Agreement”).
CREDIT AGREEMENT Dated as of September 29, 2020, among VONTIER CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other LENDERS party hereto CITIBANK,...Credit Agreement • September 30th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This CREDIT AGREEMENT, dated as of September 29, 2020 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
TERM LOAN AGREEMENT Dated as of October 28, 2022, among VONTIER CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and the other LENDERS party hereto, and BOFA SECURITIES, INC., THE BANK OF NOVA SCOTIA, PNC CAPITAL MARKETS LLC...Term Loan Agreement • November 3rd, 2022 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This TERM LOAN AGREEMENT, dated as of October 28, 2022 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This Agreement is made as of the ___ day of _______ 20____, by and between Vontier Corporation, a Delaware corporation (the “Corporation), and the individual whose signature is set forth on the signature line below (the “Indemnitee”), a director or officer of the Corporation.
FORM OF VONTIER CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, including any special terms and conditions for the Participant’s country set forth in the addendum attached thereto as Addendum B (the “Addendum B”) (collectively, the “Agreement”).
TAX MATTERS AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of October 8, 2020Tax Matters Agreement • October 13th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of October 8, 2020 between Fortive Corporation, a Delaware corporation (“Fortive”), and Vontier Corporation, a Delaware corporation (“Vontier” and, together with Fortive, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of [●], 2020Intellectual Property Matters Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and between Fortive Corporation (“Fortive”), a Delaware corporation, and Vontier Corporation (“Vontier”), a Delaware corporation. “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be.
FORM OF FBS LICENSE AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of [●], 2020FBS License Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This FBS LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and between Fortive Corporation (“Fortive”), a Delaware corporation, and Vontier Corporation (“Vontier”), a Delaware corporation. “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be.
TRANSITION SERVICES AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of October 8, 2020Transition Services Agreement • October 13th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 8, 2020, is entered into by and between Fortive Corporation (“Fortive”), a Delaware corporation, and Vontier Corporation (“Vontier”), a Delaware corporation. “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be.
FORM OF EMPLOYEE MATTERS AGREEMENT by and between FORTIVE CORPORATION And VONTIER CORPORATION Dated as of [●], 2020Employee Matters Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and between Fortive Corporation, a Delaware corporation (“Fortive”), and Vontier Corporation, a Delaware corporation and a wholly owned subsidiary of Fortive (“Vontier”). “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation Agreement, shall have the meaning set forth in Section 1.1.
STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENTS and Registration Rights Agreement • October 13th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of October 8, 2020 (this “Agreement”), is by and between Vontier Corporation, a Delaware corporation (“Vontier”), and Fortive Corporation, a Delaware corporation (“Fortive”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of October 8, 2020Separation and Distribution Agreement • October 13th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of October 8, 2020, is entered into by and between Fortive Corporation, a Delaware corporation (“Fortive”), and Vontier Corporation, a Delaware corporation and a wholly owned subsidiary of Fortive (“Vontier”). “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
FORM OF VONTIER CORPORATION2020 Stock Incentive Plan • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).
VONTIER CORPORATION2020 Stock Incentive Plan • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 28, 2021, among VONTIER CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other LENDERS party...Credit Agreement • April 28th, 2021 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 28, 2021 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
FORM OF VONTIER CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING COMPETITION AND PROTECTION OF PROPRIETARY INTERESTSVontier Corp • September 1st, 2020 • Totalizing fluid meters & counting devices
Vontier Corporation (“Vontier”) believes that recruiting and retaining the best people to work in its highly competitive businesses means treating them fairly, rewarding their contributions, and thereby establishing a strong partnership for our collective well-being and continued success. Working at Vontier and/or any of its affiliates provides associates with specialized and unique knowledge and confidential information and access to key business relationships, which, if used in competition with Vontier and/or its affiliates, would cause harm to Vontier and/or its affiliates. As such, it is reasonable to expect a commitment from our associates that protects the legitimate business interests of Vontier and its affiliates, and therefore, their own interests. Please read and sign this Agreement in the spirit intended: our collective long-term growth and success.
FORM OF VONTIER CORPORATIONPerformance Stock Unit Agreement • February 14th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Stock Unit Agreement (the “Agreement”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 26th, 2021 • Vontier Corp • Totalizing fluid meters & counting devices • North Carolina
TRANSITION & SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • August 12th, 2022 • Vontier Corp • Totalizing fluid meters & counting devices • North Carolina
FORM OF SEPARATION AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of [●], 2020Separation Agreement • February 14th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and between Fortive Corporation, a Delaware corporation (“Fortive”), and Vontier Corporation, a Delaware corporation and a wholly owned subsidiary of Fortive (“Vontier”). “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
FORM OF VONTIER CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING COMPETITION AND PROTECTION OF PROPRIETARY INTERESTSVontier Corp • February 14th, 2020 • Totalizing fluid meters & counting devices
Vontier Corporation (“Vontier”) believes that recruiting and retaining the best people to work in its highly competitive businesses means treating them fairly, rewarding their contributions, and thereby establishing a strong partnership for our collective well-being and continued success. Working at Vontier and/or any of its affiliates provides associates with specialized and unique knowledge and confidential information and access to key business relationships, which, if used in competition with Vontier and/or its affiliates, would cause harm to Vontier and/or its affiliates. As such, it is reasonable to expect a commitment from our associates that protects the legitimate business interests of Vontier and its affiliates, and therefore, their own interests. Please read and sign this Agreement in the spirit intended: our collective long-term growth and success.
FORM OF VONTIER CORPORATION NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN Election FormVontier Corp • September 1st, 2020 • Totalizing fluid meters & counting devices
This Agreement made as of , by and between (the “Participant”), and Vontier Corporation (the “Company”) pursuant to the Vontier Corporation Non-Employee Directors’ Deferred Compensation Plan (the “Sub-Plan”).
ContractConsulting Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This CONSULTING AGREEMENT (“Agreement”) is made and entered into, effective as of August 7, 2020 (“Effective Date”), by and between Fortive Corporation, a Delaware corporation (“Fortive”), and Karen C. Francis (“Consultant”).
FORM OF VONTIER CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 14th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, including any special terms and conditions for the Participant’s country set forth in the addendum attached thereto as Addendum B (the “Addendum B”) (collectively, the “Agreement”).
TERM LOAN AGREEMENT Dated as of August 5, 2021, among VONTIER CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, and the other LENDERS party hereto and BOFA SECURITIES, INC., and THE BANK OF NOVA...Term Loan Agreement • August 5th, 2021 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This TERM LOAN AGREEMENT, dated as of August 5, 2021 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
FORM OF VONTIER CORPORATION2020 Stock Incentive Plan • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Stock Unit Agreement (the “Agreement”).
Vontier Corporation [ ● ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 28th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • New York
[ ● ] (the “Selling Stockholder”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ● ] shares of common stock, par value $0.0001 per share (“Common Stock”), of Vontier Corporation, a Delaware corporation (the “Company”) (the “Shares”). The shares of Common Stock outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2020 (this “Agreement”), is by and between Vontier Corporation, a Delaware corporation (“Vontier”), and Fortive Corporation, a Delaware corporation (“Fortive”).
