Exhibit 99(c)(20) MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement") is made as of this ___th day of ___________, 2000 (the "Effective Date") among Gleason Corporation, a Delaware corporation (the "Company"), and Vestar Capital Partners, a...Management Agreement • December 15th, 1999 • Torque Acquisition Co LLC • Machine tools, metal cutting types • New York
AMONGStockholders Agreement • December 15th, 1999 • Torque Acquisition Co LLC • Machine tools, metal cutting types • Delaware
RECITALSRights Agreement • December 15th, 1999 • Torque Acquisition Co LLC • Machine tools, metal cutting types • Delaware
ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February 17, 2000 (this "Agreement"), by and among Gleason Corporation, a Delaware corporation (the "Company"), Torque Acquisition Co., L.L.C., a Delaware limited...Assignment and Assumption Agreement • February 18th, 2000 • Torque Acquisition Co LLC • Machine tools, metal cutting types • Delaware
Exhibit 99(c)(3) 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...Unit Purchase Agreement • December 15th, 1999 • Torque Acquisition Co LLC • Machine tools, metal cutting types • New York
January 26, 2000 Board of Directors GLEASON CORPORATION 1000 University Avenue P.O. Box 22970 Rochester, NY 14692 Ladies and Gentlemen: This letter is furnished at the request of the Board of Directors of Gleason Corporation (the "Company") in...Torque Acquisition Co LLC • January 28th, 2000 • Machine tools, metal cutting types
Exhibit 99(c)(14) 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...Management Subscription Agreement • December 15th, 1999 • Torque Acquisition Co LLC • Machine tools, metal cutting types
Exhibit 99(c)(8) 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...Torque Acquisition Co LLC • December 15th, 1999 • Machine tools, metal cutting types
Exhibit 99(c)(11) The undersigned, Gary J. Kimmet (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...Torque Acquisition Co LLC • December 15th, 1999 • Machine tools, metal cutting types
Exhibit 99.(c)(16) VOTING TRUST AGREEMENT THIS AGREEMENT, dated as of _________ __, 2000 (the "Agreement"), by and among Gleason Corporation, a Delaware corporation (the "Company"), Torque Acquisition Co., L.L.C., a Delaware limited liability company...Voting Trust Agreement • December 15th, 1999 • Torque Acquisition Co LLC • Machine tools, metal cutting types • Delaware
FORM OF SEVERANCE AGREEMENTForm of Severance Agreement • December 15th, 1999 • Torque Acquisition Co LLC • Machine tools, metal cutting types • New York
Exhibit 99(c)(18) FOUNDATION AGREEMENT THIS FOUNDATION AGREEMENT, dated as of December 8, 1999 (this "Agreement"), is by and between Torque Acquisition Co., L.L.C., a Delaware limited liability company ("Acquisition Company"), and Gleason Foundation,...Foundation Agreement • December 15th, 1999 • Torque Acquisition Co LLC • Machine tools, metal cutting types • Delaware
ARTICLE I DEFINITIONSManagement Subscription Agreement • January 21st, 2000 • Torque Acquisition Co LLC • Machine tools, metal cutting types • Delaware
Exhibit 99(c)(5) The undersigned, James S. Gleason (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...Torque Acquisition Co LLC • December 15th, 1999 • Machine tools, metal cutting types
Exhibit 99(c)(7) The undersigned, David J. Burns (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...Torque Acquisition Co LLC • December 15th, 1999 • Machine tools, metal cutting types
Exhibit 99(c)(10) The undersigned, John W. Pysnack (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...Torque Acquisition Co LLC • December 15th, 1999 • Machine tools, metal cutting types
GLEASON CORPORATION PROMISSORY NOTE --------------- ("RECOURSE NOTE") $_____________ December 31, 1999 FOR VALUE RECEIVED, the undersigned, (the "Borrower"), hereby promises to pay to the order of Gleason Corporation, a Delaware corporation (the...Torque Acquisition Co LLC • January 25th, 2000 • Machine tools, metal cutting types
Exhibit 99(c)(13) 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...Torque Acquisition Co LLC • December 15th, 1999 • Machine tools, metal cutting types
Exhibit 99(c)(6) The undersigned, Janis F. Gleason (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...Torque Acquisition Co LLC • December 15th, 1999 • Machine tools, metal cutting types
Exhibit 99(c)(9) The undersigned, Edward J. Pelta (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...Torque Acquisition Co LLC • December 15th, 1999 • Machine tools, metal cutting types
