AMONGAgreement and Plan of Merger • November 13th, 2000 • Primex Technologies Inc • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
Exhibit 4.3 RIGHTS AGREEMENT dated as of February 1, 2000, between PRIMEX TECHNOLOGIES, INC., a Virginia corporation (the "Company"), and THE BANK OF NEW YORK, a New York trust company, as Rights Agent (the "Rights Agent").Rights Agreement • March 20th, 2000 • Primex Technologies Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
Morgan Guaranty Trust Company of New York, as Agent TABLE OF CONTENTS PageCredit Agreement • January 24th, 1997 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
AMENDMENT No. 1 dated as of November 8, 2000 (this "Amendment"), to the RIGHTS AGREEMENT dated as of February 1, 2000 (the "Rights Agreement"), between PRIMEX TECHNOLOGIES, INC., a Virginia corporation (the "Company"), and THE BANK OF NEW YORK, a New...Rights Agreement • November 13th, 2000 • Primex Technologies Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
Exhibit 2 DISTRIBUTION AGREEMENT dated as of December [ ], 1996, among OLIN CORPORATION, a Virginia corporation ("Olin"), and PRIMEX TECHNOLOGIES, INC., a Virginia corporation ("Primex"). The Board of Directors of Olin has determined to distribute to...Distribution Agreement • December 6th, 1996 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Virginia
EXHIBIT 4.4 RIGHTS AGREEMENT dated as of December 19, 1996, between PRIMEX TECHNOLOGIES, INC., a Virginia corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New Jersey limited liability company, as Rights Agent (the "Rights...Rights Agreement • December 6th, 1996 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
WITNESSETH:Agreement • March 17th, 1999 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
BY AND BETWEEN -------------- OLIN CORPORATION AND PRIMEX TECHNOLOGIES, INC. ----------------------------------------------Tax Sharing Agreement • December 6th, 1996 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Connecticut
TRANSITION SERVICES AGREEMENT This Transition Services Agreement dated as of December 31, 1996 (collectively with the Exhibits hereto, the "Agreement") between PRIMEX TECHNOLOGIES, INC., a Virginia corporation ("Primex"), and OLIN CORPORATION, a...Transition Services Agreement • January 23rd, 1997 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Illinois
BETWEENStock Purchase Agreement • November 23rd, 1998 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
Exhibit 10.16 EXECUTIVE AGREEMENT ------------------- Agreement between Primex Technologies, Inc., a Virginia corporation ("Primex"), and William W. Smith (the "Executive"), dated as of January 1, 1997. Primex and the Executive agree as follows: 1....Executive Agreement • March 27th, 1997 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Florida
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, LESSOR RHEEM MANUFACTURING COMPANY, LESSEEPrimex Technologies Inc • March 19th, 1998 • Search, detection, navagation, guidance, aeronautical sys
understanding (written or oral); provided, however, that a Person shall not -------- ------- be deemed the Beneficial Owner of, or to beneficially own, any security if (A) the agreement, arrangement or understanding (written or oral) to vote such...Rights Agreement • March 27th, 1997 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
ADDRESS OF TENANT: 11441 WILLOWS ROAD N.E. P.O. BOX 97009 REDMOND, WA 98073-9709Commercial Lease • March 20th, 2000 • Primex Technologies Inc • Ordnance & accessories, (no vehicles/guided missiles) • Washington
Exhibit 10.14 ------------- EXECUTIVE AGREEMENT ------------------- Agreement between Primex Technologies, Inc., a Virginia corporation ("Primex"), and A. A. Catani (the "Executive"), dated as of January 1, 1997. Primex and the Executive agree as...Primex Technologies Inc • March 27th, 1997 • Search, detection, navagation, guidance, aeronautical sys • Florida
ANDLease Agreement • March 20th, 2000 • Primex Technologies Inc • Ordnance & accessories, (no vehicles/guided missiles) • Alabama
EXHIBIT 10.23 LEASE CONTRACT THIS LEASE CONTRACT, made and entered into as of January 1, 1997, by and between the UNITED STATES OF AMERICA, acting by and through the U.S. Fish and Wildlife Service, of the United States Department of the Interior,...Lease Contract • March 19th, 1998 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
EXHIBIT 10.7 COVENANT NOT TO COMPETE AGREEMENT --------------------------------- This Covenant Not to Compete Agreement ("Agreement") entered into as of the first day of January, 1997 ("Effective Date"), by and between PRIMEX TECHNOLOGIES, INC., a...Compete Agreement • December 6th, 1996 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Illinois
EXHIBIT 10.22 Revised August 27, 1998 STATE OF MISSISSIPPI CITY OF STONE LEASE AGREEMENT --------------- THIS AGREEMENT, made this the 1st day of September, 1998, between THE BOARD OF EDUCATION OF THE STONE COUN'TY SCHOOL DISTRICT, 214 Critz Street,...Lease Agreement • March 17th, 1999 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Mississippi
PRIMEX TIER I AGREEMENT] EXECUTIVE AGREEMENT -------------------Primex Tier I Agreement • March 17th, 1999 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Florida
W I T N E S S E T H ------------------- That for the term and in consideration of the rentals hereinafter set forth, and the covenants, conditions and obligations to be observed and performed by the LESSEE, the LESSOR does hereby lease and demise unto...Primex Technologies Inc • March 17th, 1999 • Search, detection, navagation, guidance, aeronautical sys
EXHIBIT 10.25 LEASE AGREEMENT THIS LEASE, made thin 14th day of July, 1982, by and between Zaser and Longston, Inc., hereinafter called "Lessor," And Rocket Research Company, a division of ROCKCOR, Inc., hereinafter called "Lessee." W I T N E S S E T...Lease Agreement • March 19th, 1998 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys
Exhibit 10.13 TRADE NAME LICENSE AGREEMENT ---------------------------- Agreement made as of January 1, 1997, by and between OLIN CORPORATION, a Virginia corporation with offices at 501 Merritt Seven, Norwalk, Connecticut 06856-4500 ("Olin") and...License Agreement • December 6th, 1996 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Illinois
Exhibit 10.3 EXECUTIVE AGREEMENT ------------------- Agreement between Primex Technologies, Inc., a Virginia corporation ("Primex"), and [Name] (the "Executive"), dated as of February 29, 2000. Primex and the Executive agree as follows: 1. Definitions...Executive Agreement • March 20th, 2000 • Primex Technologies Inc • Ordnance & accessories, (no vehicles/guided missiles) • Florida
Exhibit 2 DISTRIBUTION AGREEMENT dated as of December 30, 1996, between OLIN CORPORATION, a Virginia corporation ("Olin"), and PRIMEX TECHNOLOGIES, INC., a Virginia corporation ("Primex"). The Board of Directors of Olin has determined to distribute to...2 Distribution Agreement • January 24th, 1997 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Virginia
Exhibit 10.2 EXECUTIVE AGREEMENT ------------------- Agreement between Primex Technologies, Inc., a Virginia corporation ("Primex"), and [Name] (the "Executive"), dated as of February 29, 2000. Primex and the Executive agree as follows: 1. Definitions...Executive Agreement • March 20th, 2000 • Primex Technologies Inc • Ordnance & accessories, (no vehicles/guided missiles) • Florida
EXHIBIT 10.6 [PRIMEX TIER I AGREEMENT] EXECUTIVE AGREEMENT -------------------I Agreement • March 19th, 1998 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Florida
W I T N E S S E T H: WHEREAS, Olin and Primex have entered into that certain Distribution Agreement dated as of December 30, 1996 concerning the spin-off of Primex from Olin (the "Distribution Agreement");Compete Agreement • January 24th, 1997 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Illinois
Exhibit 10.2 TECHNOLOGY TRANSFER AND LICENSE AGREEMENTTechnology Transfer and License Agreement • January 24th, 1997 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Illinois
TABLE OF CONTENTS ----------------- 1. DEFINITIONS...............................................................3Technology Transfer and License Agreement • December 6th, 1996 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Illinois
W I T N E S S E T H: - - - - - - - - - -Agreement • December 6th, 1996 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Illinois
ASSUMPTION OF LIABILITIES AND INDEMNITY AGREEMENT This Assumption of Liabilities and Indemnity Agreement (this "Agreement") is entered into as of the first day of January, 1997 by and between PRIMEX TECHNOLOGIES, INC., a Virginia corporation, having...Primex Technologies Inc • December 6th, 1996 • Search, detection, navagation, guidance, aeronautical sys • Illinois
W I T N E S S E T H: - - - - - - - - - -Agreement • December 6th, 1996 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Illinois
EXHIBIT 10.12 ------------- EXECUTIVE AGREEMENT ------------------- Agreement between Primex Technologies, Inc., a Virginia corporation ("Primex"), and James G. Hascall (the "Executive"), dated as of January 1, 1997. Primex and the Executive agree as...Primex Technologies Inc • March 27th, 1997 • Search, detection, navagation, guidance, aeronautical sys • Florida
ARTICLE I DEFINITIONSTax Sharing Agreement • January 24th, 1997 • Primex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Connecticut
