EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 1st, 2003 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
Exhibit 10.7 MTC TECHNOLOGIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT This AGREEMENT (this "Agreement") is made as of May 3, 2002 (the "Date of Grant"), by and between MTC Technologies, Inc., a Delaware corporation (the "Company"), and Michael W....Nonqualified Stock Option Agreement • June 12th, 2002 • MTC Technologies Inc • Services-computer integrated systems design • Delaware
Exhibit 4.2 MTC TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made as of June 11, 2002, by and between MTC Technologies, Inc., a Delaware corporation (the "Company"), and Rajesh K. Soin (the...Registration Rights Agreement • June 12th, 2002 • MTC Technologies Inc • Services-computer integrated systems design
BY AND AMONGStock Purchase Agreement • October 18th, 2002 • MTC Technologies Inc • Services-computer integrated systems design • California
Exhibit 10.1 CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 20th, 2003 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
WITNESSETH ----------Retention Agreement • June 12th, 2002 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
BY AND AMONGStock Purchase Agreement • October 29th, 2003 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
by and amongCredit Agreement • May 3rd, 2002 • MTC Technologies Inc • Ohio
RECITALSD&o Indemnification Agreement • June 12th, 2002 • MTC Technologies Inc • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER by and among BAE SYSTEMS, INC., MIRA ACQUISITION SUB INC. and MTC TECHNOLOGIES, INC. dated as of December 21, 2007Merger Agreement • December 28th, 2007 • MTC Technologies Inc • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 21, 2007, by and among BAE Systems, Inc., a Delaware corporation (“Parent”), Mira Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MTC Technologies, Inc., a Delaware corporation (the “Company”).
3,750,000 Shares MTC TECHNOLOGIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2004 • MTC Technologies Inc • Services-computer integrated systems design • Maryland
ContractStockholder Voting Agreement • December 28th, 2007 • MTC Technologies Inc • Services-computer integrated systems design • Delaware
This STOCKHOLDER VOTING AGREEMENT (this “Agreement”), dated as of December 21, 2007, is by and between BAE Systems, Inc., a Delaware corporation (“Parent”), Rajesh K. Soin (the “Individual Stockholder”) and Rivas Enterprises Limited Partnership III (together with the Individual Stockholder, each, a “Stockholder” and collectively, the “Stockholders”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 17th, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of this 27th day of December, 2004, is by and among MTC Technologies, Inc., an Ohio corporation (the “Buyer), and Dr. Paul Hsu and Majes Hsu, husband and wife (each a “Shareholder”, together, the “Shareholders”).
PLAN NAME: MTC Technologies, Inc. 2007 Amended and Restated Deferred Compensation Plan TRUST AGREEMENTTrust Agreement • January 17th, 2008 • MTC Technologies Inc • Services-computer integrated systems design • Delaware
THIS TRUST AGREEMENT (“Agreement”), made as of the 15th day of November, 2007, by and between MTC Technologies, Inc. (“Employer”) and Delaware Charter Guarantee & Trust Company, conducting business as Principal Trust Company (“Trustee”).
September 17, 2007 Mr. James Clark Dayton, Ohio 45342 Dear Jim:Separation Agreement • September 28th, 2007 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
The purpose of this letter is to confirm the compensation, benefits and other terms of the separation agreement between you and MTC Technologies, Inc. (“MTC”). You and MTC agree as follows:
AGREEMENT AND RELEASEAgreement and Release • January 5th, 2007 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
THIS AGREEMENT AND RELEASE (the “Agreement”), effective as of January 1, 2007, is entered into between MTC Technologies Inc. on behalf of itself, its officers, directors, shareholders, employees and agents (in their individual and representative capacities), and its parent, affiliated, successor, subsidiaries and other related companies, and each of them jointly and severally (herein singularly and collectively called the “Company”), and Donald Weisert on behalf of himself and his heirs, executors, guardians, administrators, successors and assigns, and each of them jointly and severally (herein singularly and collectively called “Employee”). (Collectively, the Company and Employee are referred to hereafter as the “Parties”)
ContractAdoption Agreement • January 17th, 2008 • MTC Technologies Inc • Services-computer integrated systems design
NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. The Employer should obtain legal and tax advice from its professional advisors before adopting the Plan. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 8th, 2007 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
THIS THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of the 30th day of March, 2007, by and among MTC TECHNOLOGIES, INC., a Delaware corporation (“MTCT”), MTC TECHNOLOGIES, INC. (formerly known as MODERN TECHNOLOGIES CORP.), an Ohio corporation (together with MTCT, collectively, “Borrowers” and, individually, each a “Borrower”); the financial institutions listed on Schedule 1 to the Credit Agreement (collectively, the “Banks” and, individually, each a “Bank”); NATIONAL CITY BANK, as lead arranger and administrative agent for the Banks (the “Agent”); BRANCH BANKING AND TRUST COMPANY, as syndication agent (the “Syndication Agent”); KEYBANK NATIONAL ASSOCIATION, as co-documentation agent (“KeyBank”); and FIFTH THIRD BANK, as co-documentation agent (“Fifth Third Bank”; KeyBank and Fifth Third Bank, collectively, the “Co-Documentation Agents”), under the following circumstances:
STOCK PURCHASE AGREEMENT by and among MTC TECHNOLOGIES, INC., a Delaware corporation, MTC TECHNOLOGIES, INC., an Ohio corporation, and the STOCKHOLDERS OF AEROSPACE INTEGRATION CORPORATION named herein Dated as of March 31, 2006Stock Purchase Agreement • April 3rd, 2006 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of the 31st day of March, 2006, is by and among MTC Technologies, Inc., a Delaware corporation (the “Parent”), MTC Technologies, Inc., an Ohio corporation and wholly owned subsidiary of the Parent (the “Buyer”), and each of the holders of common stock (together, the “Stockholders”) of Aerospace Integration Corporation, a Florida corporation (the “Company”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 11th, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 12th day of July, 2004 by and among MTC TECHNOLOGIES, INC., a Delaware corporation (“MTCT”), MTC TECHNOLOGIES, INC., an Ohio corporation (together with MTCT, collectively, “Borrowers” and, individually, each a “Borrower”); the financial institutions listed on Schedule 1 to the Credit Agreement (collectively, the “Banks” and, individually, each a “Bank”); and NATIONAL CITY BANK, as lead arranger and administrative agent for the Banks (“Agent”) under the following circumstances:
MTC TECHNOLOGIES, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 11th, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of , (the “Date of Grant”), by and between MTC Technologies, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
AGREEMENTRetirement Agreement • January 5th, 2007 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
THIS AGREEMENT (the “Agreement”), effective as of January 16, 2007, is entered into between MTC Technologies Inc. on behalf of itself, its officers, directors, shareholders, employees and agents (in their individual and representative capacities), and its parent, affiliated, successor, subsidiaries and other related companies, and each of them jointly and severally (herein singularly and collectively called the “Company”), and David S. Gutridge on behalf of himself and his heirs, executors, guardians, administrators, successors and assigns, and each of them jointly and severally (herein singularly and collectively called “Employee”). (Collectively, the Company and Employee are referred to hereafter as the “Parties”)
REIMBURSEMENT AGREEMENTReimbursement Agreement • May 8th, 2007 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
Reimbursement Agreement, dated as of March 1, 2007, is made by AEROSPACE INTEGRATION CORPORATION, a Florida corporation (“Borrower”), having its principal office in Mary Esther, Florida, in favor of NATIONAL CITY BANK, a national banking association, having its principal office at Cleveland, Ohio (the “Bank”).
CREDIT AND SECURITY AGREEMENT among MTC TECHNOLOGIES, INC., a Delaware corporation and MTC TECHNOLOGIES, INC., an Ohio corporation, as Borrowers, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Banks, and NATIONAL CITY BANK, as Lead Arranger and...Credit and Security Agreement • April 27th, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
This CREDIT AND SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 21st day of April, 2005, among:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2004 • MTC Technologies Inc • Services-computer integrated systems design
This Registration Rights Agreement (this “Agreement”) is made as of October 1, 2003, by and among MTC TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and VISHAL SOIN, an individual, AMOL SOIN, an individual and INDU SOIN, an individual (each, a “Shareholder”, and together, with their permitted successors and assigns, the “Shareholders”).
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 13th, 2007 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of the 1st day of August, 2006 by and among MTC TECHNOLOGIES, INC., a Delaware corporation (“MTCT”), MTC TECHNOLOGIES, INC. (formerly known as MODERN TECHNOLOGIES CORP.), an Ohio corporation (together with MTCT, collectively, “Borrowers” and, individually, each a “Borrower”); the financial institutions listed on Schedule 1 to the Credit Agreement (collectively, the “Banks” and, individually, each a “Bank”); NATIONAL CITY BANK, as lead arranger and administrative agent for the Banks (“Agent”); BRANCH BANKING AND TRUST COMPANY, as syndication agent (“Syndication Agent”); KEYBANK NATIONAL ASSOCIATION, as co-documentation agent (“KeyBank”); and FIFTH THIRD BANK, as co-documentation agent (“Fifth Third Bank”; KeyBank and Fifth Third Bank, collectively, the “Co-Documentation Agents”), under the following circumstances:
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 13th, 2007 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of the day of , 2007 by and among MTC TECHNOLOGIES, INC., a Delaware corporation (“MTCT”), MTC TECHNOLOGIES, INC. (formerly known as MODERN TECHNOLOGIES CORP.), an Ohio corporation (together with MTCT, collectively, “Borrowers” and, individually, each a “Borrower”); the financial institutions listed on Schedule 1 to the Credit Agreement (collectively, the “Banks” and, individually, each a “Bank”); NATIONAL CITY BANK, as lead arranger and administrative agent for the Banks (the “Agent”); BRANCH BANKING AND TRUST COMPANY, as syndication agent (the “Syndication Agent”); KEYBANK NATIONAL ASSOCIATION, as co-documentation agent (“KeyBank”); and FIFTH THIRD BANK, as co-documentation agent (“Fifth Third Bank”; KeyBank and Fifth Third Bank, collectively, the “Co-Documentation Agents”), under the following circumstances:
MTC TECHNOLOGIES, INC. DIRECTOR RESTRICTED SHARE UNITS AGREEMENTDirector Restricted Share Units Agreement • March 11th, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
This Agreement (the “Agreement”) is made on this day of , (the “Date of Grant”) by and between MTC Technologies, Inc., a Delaware corporation (the “Company”) and (the “Grantee”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 17th, 2005 • MTC Technologies Inc • Services-computer integrated systems design
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of this 11th day of February, 2005, is by and among MTC Technologies, Inc., an Ohio corporation (the “Buyer”), and Dr. Paul Hsu and Majes Hsu, husband and wife (each a “Shareholder”, together, the “Shareholders”).
Exhibit 10.5 TAX INDEMNIFICATION AGREEMENT TAX INDEMNIFICATION AGREEMENT, dated as of June 10, 2002 (the "Agreement"), between MTC Technologies, Inc., a Delaware corporation (the "Company"), and the person listed on the signature page hereto (the...Tax Indemnification Agreement • June 12th, 2002 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
Neal J. Hinker Senior Vice President May 2, 2002 Rajesh K. Soin Modern Technologies Corp. 33 W. First St. Dayton, OH 45402 Dear Raj: Modern Technologies Corp. ("Company") entered into a Credit Agreement, dated December 28, 2001, with National City...Credit Agreement • June 12th, 2002 • MTC Technologies Inc • Services-computer integrated systems design
Modern Technologies Corp. ("Company") entered into a Credit Agreement, dated December 28, 2001, with National City Bank and The Provident Bank ("Banks"). This Credit Agreement required the Company to comply with certain covenants. Draft financial statements for the period ending December 31, 2001 have been received and financial covenants have been calculated and compared to requirements.
Exhibit 10.2 SECURITY AGREEMENT ALL PERSONAL PROPERTY AND FIXTURES BORROWER GRANTOR This Agreement is executed and delivered at Dayton, Ohio as of this 28th day of December, 2001 by MODERN TECHNOLOGIES CORP. ("Grantor"), whose mailing address is...Security Agreement • May 3rd, 2002 • MTC Technologies Inc
SEVERANCE AGREEMENTSeverance Agreement • March 13th, 2006 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of November 1, 2005, is made and entered into by and between MTC Technologies, Inc., a Delaware corporation (the “Company”), and (the “Executive”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 3rd, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Ohio
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 28th day of December, 2004 by and among MTC TECHNOLOGIES, INC., a Delaware corporation (“MTCT”), MTC TECHNOLOGIES, INC, (formerly known as MODERN TECHNOLOGIES CORP.), an Ohio corporation (together with MTCT, collectively, “Borrowers” and, individually, each a “Borrower”); (the financial institutions listed on Schedule 1 to the Credit Agreement (collectively, the “Banks” and, individually, each a “Bank”); and NATIONAL, CITY BANK, as lead arranger and administrative agent for the Banks (“Agent”) under the following circumstances:
MTC TECHNOLOGIES, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 11th, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is entered into by and between MTC Technologies, Inc., a Delaware corporation (the “Company”), and (the “Optionee”) on , .
