Benthos Inc Sample Contracts

WITNESSETH:
Severance Agreement • January 26th, 2001 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts
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WITNESSETH:
Employment Agreement • August 15th, 2001 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts
WITNESSETH:
Employment Agreement • December 17th, 1996 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts
WITNESSETH:
Employment Agreement • February 11th, 2000 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts
LINE OF CREDIT LOAN AGREEMENT
Loan Agreement • December 17th, 1996 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts
ARTICLE I
Credit Agreement • December 28th, 1999 • Benthos Inc • Miscellaneous manufacturing industries
BETWEEN BENTHOS, INC. AND
License Agreement • August 13th, 1997 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts
WITNESSETH THAT: ---------------
Employment Agreement • May 7th, 1997 • Benthos Inc • Miscellaneous manufacturing industries
AMONG
Asset Purchase Agreement • August 27th, 1999 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • December 28th, 2001 • Benthos Inc • Miscellaneous manufacturing industries
PLAN AGREEMENT #001
401(k) and Profit Sharing Plan Agreement • December 28th, 1999 • Benthos Inc • Miscellaneous manufacturing industries
EMPLOYMENT AGREEMENT
Employment Agreement • July 1st, 2005 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts

AGREEMENT effective as of June 30, 2005 (the “Effective Date”) between BENTHOS, INC., a Massachusetts corporation with a usual place of business situated at 49 Edgerton Drive, North Falmouth, Massachusetts 02556 (the “Company”) and RICHARD B. MARTIN, of 200 Lakeshore Drive, East Falmouth, Massachusetts 02536 (the “Executive”).

RECITALS:
Credit Agreement • February 13th, 2002 • Benthos Inc • Miscellaneous manufacturing industries
AGREEMENT AND PLAN OF MERGER by and among TELEDYNE TECHNOLOGIES INCORPORATED BOAT MERGER SUB INC. and BENTHOS, INC. November 1, 2005
Merger Agreement • November 4th, 2005 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 1, 2005, is by and among TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation (“Parent”), BOAT MERGER SUB INC., a Massachusetts corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and BENTHOS, INC., a Massachusetts corporation (the “Company”).

AMENDMENT NUMBER 1 to SYNTRON, INC. - BENTHOS, INC. HYDROPHONE LICENSE AGREEMENT
Hydrophone License Agreement • February 8th, 1999 • Benthos Inc • Miscellaneous manufacturing industries
AMENDMENT OF SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement and General Release • December 30th, 2002 • Benthos Inc • Miscellaneous manufacturing industries
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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 29th, 2003 • Benthos Inc • Miscellaneous manufacturing industries

This Fourth Amendment to Credit Agreement is made as of this 3rd day of November, 2003, by and between Cape Cod Bank and Trust Company, NA (“Lender”), a National Association, with offices at 2 Barlows Landing Road, Pocasset, Massachusetts 02559 and Benthos, Inc. (“Borrower”), a Massachusetts corporation with its principal place at 49 Edgerton Drive, North Falmouth, Massachusetts 02556.

CONTRACT
Contract • August 11th, 2004 • Benthos Inc • Miscellaneous manufacturing industries

This Agreement is entered into between the University of Wisconsin-Madison (hereinafter called University) and BENTHOS, INC.

COMMERCIAL MORTGAGE LOAN ------------------------ EXTENSION AND MODIFICATION AGREEMENT ------------------------------------
Commercial Mortgage Loan Extension and Modification Agreement • December 17th, 1996 • Benthos Inc • Miscellaneous manufacturing industries
AGREEMENT
Insurance Agreement • December 29th, 2003 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts

AGREEMENT made as of the 24th day of July, 2003, among BENTHOS, INC., a Massachusetts corporation with a usual place of business situated at 49 Edgerton Drive, North Falmouth, Massachusetts 02556 (the “Company”), NIXIE RAYMOND, Trustee of the SAMUEL O. RAYMOND 1996 IRREVOCABLE INSURANCE TRUST, established by a Declaration of Trust, dated December 13, 1996 (the “Trust”), 12 Eastbourne Street, Roslindale, MA 02131 and SAMUEL O. RAYMOND, of One Point De Chene Avenue, Rockport, Massachusetts 01966 (“SOR”). The Company, the Trust and SOR are sometimes hereinafter collectively referred to as the “Parties”, or individually as a “Party”

STANDARD FORM PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 14th, 2003 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts

shall be conclusively deemed to constitute Buyer’s waiver of the right to terminate this Agreement pursuant to this Section 3.

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 16th, 2005 • Benthos Inc • Miscellaneous manufacturing industries

The Sixth Amendment to Credit Agreement is made as of the 20th day of December, 2004, by and between Banknorth, N.A. (“Lender”), a National Association, with offices at 237 Main Street, Wareham, Massachusetts 02571 and Benthos, Inc. (“Borrower”), a Massachusetts corporation with its principal place of business at 49 Edgerton Drive, North Falmouth, Massachusetts 02556.

SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 11th, 2005 • Benthos Inc • Miscellaneous manufacturing industries

The Seventh Amendment to Credit Agreement is made as of the 8th day of July, 2005, by and between TD Banknorth, N.A. (“Lender”), a National Association, with offices at 237 Main Street, Wareham, Massachusetts 02571 and Benthos, Inc. (“Borrower”), a Massachusetts corporation with its principal place of business at 49 Edgerton Drive, North Falmouth, Massachusetts 02556.

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2003 • Benthos Inc • Miscellaneous manufacturing industries

AGREEMENT made as of the 23rd day of September, 2003, between BENTHOS, INC. a Massachusetts corporation with a usual place of business situated at 49 Edgerton Drive, North Falmouth, Massachusetts 02556 (the “Company”) and SAMUEL O. RAYMOND, of One Point De Chene Avenue, Rockport, Massachusetts 01966 (the “Executive”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 14th, 2003 • Benthos Inc • Miscellaneous manufacturing industries

This Third Amendment to Credit Agreement is made as of this 29th day of January, 2003, by and between Cape Cod Bank and Trust Company, NA (“Lender”), a National Association, with offices at 2 Barlows Landing Road, Pocasset, Massachusetts 02559 and Benthos, Inc. (“Borrower”), a Massachusetts corporation with its principal place of business at 49 Edgerton Drive, North Falmouth, Massachusetts 02556.

AMENDMENT OF PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 13th, 2003 • Benthos Inc • Miscellaneous manufacturing industries

AGREEMENT made as of the 30th day of June, 2003, among BENTHOS, INC., a Massachusetts corporation (“Benthos”); LEUMAS, LLC, a Delaware limited liability company (‘Leumas”); EVETS, LLC, a Delaware limited liability company (“Evets”) (Benthos, Leumas and Evets are sometimes hereinafter collectively referred to as “Seller”); and the FALMOUTH ECONOMIC DEVELOPMENT & INDUSTRIAL CORPORATION, a Massachusetts economic and development corporation organized pursuant to M. G. L. c 121C by vote at the Falmouth Annual Town Meeting on April 7, 1981 (“Buyer”).

Benthos License Amendment No. 1 AMENDMENT No. 1
License Agreement • August 11th, 2004 • Benthos Inc • Miscellaneous manufacturing industries

THIS AMENDMENT NUMBER 1 (this “Amendment”), dated as of March 15, 2004, amends the License Agreement dated as of September 1st, 2000 (the “License”) between the parties regarding certain technology described in US Patent 6,130,641 “Imaging Methods and Apparatus Using Model Based Array Signal Processing,” and is

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