REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2012 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on November 20, 2012, among Turlock Corporation, an Ohio corporation (the “Issuer”), the Guarantors (as defined below) and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, acting as representatives (the “Representatives”) of the several initial purchasers listed on Schedule A hereto (the “Initial Purchasers”).
364-DAY REVOLVING CREDIT AGREEMENT364-Day Revolving Credit Agreement • October 31st, 2024 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • New York
This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
INDEMNIFICATION AGREEMENT This Agreement, made this ____ day of __________ 20___, by and between Eaton Corporation, an Ohio corporation (the "Company"), and ______________, (Title) ___________________ ("Indemnitee");Indemnification Agreement • February 24th, 2016 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • Ohio
WHEREAS, the Company and Indemnitee are each aware of the exposure to litigation of officers, Directors and representatives of the Company as such persons exercise their duties to the Company;
PERFORMANCE SHARE AWARD AGREEMENT UNDER THE 2015 STOCK PLANPerformance Share Award Agreement • February 22nd, 2017 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • Ohio
The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has granted you an award of performance shares (the “Performance Shares”) effective as of Grant Date (the “Grant Date”) under the terms and conditions of the Company’s 2015 Stock Plan (the “Plan”). Your target number of Performance Shares (the “Target Number of Performance Shares”) is set out above. Capitalized terms used without definition in this Performance Share Award Agreement (this “Agreement”) shall have the meanings given to such terms in the Plan. Information concerning the Performance Shares awarded to you (the “Award”) is available online through the Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “Third Party Administrator”), which may be accessed through the Company’s website. You are required to accept the Award online at the Eaton Service Center maintained by the Thir
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • April 28th, 2022 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • Ohio
AGREEMENT by among Eaton Corporation plc, an Irish limited company (the “Company”), Eaton Corporation, an Ohio corporation affiliated with the Company, and _________________ (the “Executive”), dated as of the 27 day of April, 2022.
REVOLVING CREDIT AGREEMENT dated as of October 3, 2022 among EATON CORPORATION, The Other Borrowers and Guarantors from time to time party hereto, The Banks from time to time party hereto, and CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A.,...Revolving Credit Agreement • October 7th, 2022 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • New York
REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of October 3, 2022, among EATON CORPORATION, an Ohio corporation, the other Borrowers and Guarantors (as defined below) party hereto from time to time, the banks and the lending institutions party hereto from time to time (the “Banks”) and CITIBANK, N.A. (“Citibank”), as Administrative Agent;
Dated as of September 15, 2017 EATON CORPORATION, as Issuer, EATON CORPORATION PLC, COOPER B-LINE, INC., COOPER BUSSMANN, LLC, COOPER CROUSE-HINDS, LLC, COOPER INDUSTRIES UNLIMITED COMPANY, COOPER LIGHTING, LLC, COOPER OFFSHORE HOLDINGS S.À R.L.,...Execution Version • September 15th, 2017 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • New York
INDENTURE, dated as of September 15, 2017 among EATON CORPORATION, a corporation duly organized and existing under the laws of the State of Ohio (herein called the “Company”), having its principal office at 1000 Eaton Blvd., Cleveland, OH 44122, an indirect, wholly-owned subsidiary of Eaton Corporation plc, an Irish public limited company (the “Parent”), the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTURE to Indenture dated as of November 20, 2012 (as amended and supplemented from time to time)Fifth Supplemental Indenture • February 28th, 2018 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • New York
WHEREAS, the Company (as successor to Turlock Corporation, an Ohio corporation) and the Trustee are parties to an indenture dated as of November 20, 2012 (the "Base Indenture"), as supplemented by a first supplemental indenture dated as of November 30, 2012 among the Company, the new guarantors party thereto and the Trustee (the "First Supplemental Indenture"), a second supplemental indenture dated as of January 8, 2013 among the Company, the new guarantors party thereto and the Trustee (the "Second Supplemental Indenture"), a third supplemental indenture dated as of December 20, 2013 among the Company, the new guarantor party thereto and the Trustee(the "Third Supplemental Indenture"), and a fourth supplemental indenture dated as of December 20, 2017 and effective as of January 1, 2018 (the "Fourth Supplemental Indenture", and together with the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture and Third Supplemental Indenture, the "Indenture"), providing for
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 28th, 2018 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment
Third Supplemental Indenture, dated as of December 20, 2013, (this “Third Supplemental Indenture”) among Eaton Corporation, an Ohio corporation (the “Company”), Cooper Industries Holdings (Ireland) Limited, an Irish unlimited company (the “New Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
ContractStock Plan • November 3rd, 2020 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • Ohio
RESTRICTED SHARE AWARD AGREEMENT UNDER THE 2015 STOCK PLANRestricted Share Award Agreement • February 24th, 2016 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • Ohio
The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has granted you a number of ordinary shares of nominal value $0.01 per share (“Ordinary Shares”), subject to certain restrictions, as an award of restricted shares (the “Restricted Shares”) effective as of Grant Date (the “Grant Date”) under the terms and conditions of the Company’s 2015 Stock Plan (the “Plan”). Capitalized terms used without definition in this Restricted Share Award Agreement (this “Agreement”) shall have the meanings given to such terms in the Plan. Information concerning the number of Restricted Shares awarded to you (the “Award”) is available online through the Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “Third Party Administrator”), which may be accessed through the Company’s website. You are required to accept the Award online at the Eaton Service Center m
STOCK OPTION AGREEMENT UNDER THE 2015 STOCK PLANStock Option Agreement • February 24th, 2016 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • Ohio
The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has awarded you, effective as of Grant Date (the “Grant Date”), the option (the “Option”) to purchase from the Company the number of ordinary shares of the Company with a par value of one cent each (“Ordinary Shares”) specified in your account available online at Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “Third Party Administrator”), subject to the terms and conditions of the Company’s 2015 Stock Plan (the “Plan”) and this Stock Option Agreement (this “Agreement”). The exercise price of the Option per Ordinary Share (the “Exercise Price”) is available online at the Eaton Service Center maintained by the Third Party Administrator. The Option may be intended to qualify as an Incentive Stock Option, in whole or in part, as published in the Company’s records at the Eaton Service C
RESTRICTED SHARE UNIT AGREEMENT UNDER THE 2015 STOCK PLANRestricted Share Unit Agreement • February 22nd, 2017 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • Ohio
The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has awarded you a number of restricted share units effective as of Grant Date (the “Grant Date”) under the terms and conditions of the Company’s 2015 Stock Plan (the “Plan”). Capitalized terms used without definition in this Restricted Share Unit Agreement (this “Agreement”) shall have the meanings given to such terms in the Plan. Information concerning the number of restricted share units awarded to you (the “Award”) is available online through the Eaton Service Center maintained by Fidelity Stock Plan Services (or any successor third party administrator of the Plan) (the “Third Party Administrator”), which may be accessed through the Company’s website. You are required to accept the Award online at the Eaton Service Center maintained by the Third Party Administrator. You acknowledge and agree as follows:
EATON CORPORATION TERMS AGREEMENTTerms Agreement • August 18th, 2022 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • New York
Eaton Corporation, an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement attached hereto (the “Underwriting Agreement”) to issue and sell to the Underwriters named in Schedule A hereto (the “Underwriters”) the Securities specified herein (the “Designated Securities”). The Representatives of the several Underwriters named in this Terms Agreement shall be deemed to be “Representatives” under the Underwriting Agreement. Except to the extent amended hereby, each of the provisions of the Underwriting Agreement are incorporated herein by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement a
ContractStock and Asset Purchase Agreement • January 27th, 2020 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • Delaware
Certain information (marked as [***]) has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Senior Notes, Issuer and GuarantorsSenior Notes • August 2nd, 2022 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment
Registered Senior Notes Issued Under Issuer Guarantors 1994 Indenture2012 Indenture2017 Indenture Eaton Corporation Eaton, Turlock, B.V., Eaton Capital Unlimited Company, Eaton Domhanda Unlimited Company, Cooper Industries Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Technologies (Luxembourg) S.à r.l., Eaton Aerospace LLC, Eaton Filtration LLC, Wright Line Holding, Inc., Wright Line LLC, Eaton Aeroquip LLC, Eaton Leasing Corporation, Cooper B-Line, Inc., Cooper Bussmann, LLC, Eaton Electric Holdings LLC, Cooper Crouse-Hinds, LLC, Cooper Power Systems, LLC, Cooper Wiring Devices, Inc.
RESTRICTED SHARE UNIT AGREEMENT UNDER THE AMENDED AND RESTATED 2012 STOCK PLANRestricted Share Unit Agreement • February 28th, 2013 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment
The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has awarded you a number of restricted share units effective as of __________(the “Effective Date”) under the terms and conditions of the Company's Amended and Restated 2012 Stock Plan, as amended (the “Plan”). Information concerning the number of restricted share units awarded to you (the “Award”) is available online through the Eaton Service Center at Fidelity which may be accessed through the Company's website. You are required to accept the Award online at the Eaton Service Center at Fidelity. You acknowledge and agree as follows:
EATON CORPORATION and each of the Guarantors as defined herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of May 18, 2023 to Indenture dated as of August 23, 2022 $500,000,000 4.350% Notes due...Third Supplemental Indenture • May 18th, 2023 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of May 18, 2023 (this “Supplemental Indenture”), among Eaton Corporation, an Ohio corporation, as issuer (the “Company”), Eaton Corporation plc, an Irish public limited company (the “Parent”), the Subsidiary Guarantors (as defined below), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
Signing Bonus AgreementSigning Bonus Agreement • January 18th, 2024 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment
Eaton Corporation (“Eaton”) hereby offers to pay _______ (“Employee”) a Signing Bonus in the amount of $_______ less applicable taxes and withholdings. Eaton’s offer to pay the Signing Bonus is subject to following terms and conditions:
TURLOCK CORPORATION AND THE GUARANTORS PARTY HERETO FROM TIME TO TIME TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee Indenture Dated as of November 20, 2012 0.950% Senior Notes due 2015 1.500% Senior Notes due 2017 2.750% Senior Notes due...Indenture • November 26th, 2012 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • New York
INDENTURE, dated as of November 20, 2012 among TURLOCK CORPORATION, a corporation duly organized and existing under the laws of the State of Ohio (herein called the “Company”), having its principal office at Eaton Center, 1111 Superior Avenue, Cleveland, Ohio, an indirect subsidiary of Eaton Corporation plc, an Irish public limited company (formerly known as Eaton Corporation Limited, “Parent”), the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).
RESTRICTED SHARE AWARD AGREEMENT UNDER THE AMENDED AND RESTATED 2012 STOCK PLANRestricted Share Award Agreement • February 28th, 2013 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment
The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has awarded you a number of restricted share awards effective as of____________ (the “Effective Date”) under the terms and conditions of the Company's Amended and Restated 2012 Stock Plan, as amended (the “Plan”). Information concerning the number of restricted shares awarded to you (the “Award”) is available online through the Eaton Service Center at Fidelity which may be accessed through the Company's website. You are required to accept the Award online at the Eaton Service Center at Fidelity. You acknowledge and agree as follows:
EATON CORPORATION OFFERED DEBT SECURITIES TERMS AGREEMENTTerms Agreement • September 11th, 2017 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • New York
Eaton Corporation, an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement attached hereto (the “Underwriting Agreement”) to issue and sell to the Underwriters named in Schedule A hereto (the “Underwriters”) the Securities specified herein (the “Designated Securities”). The Representatives of the several Underwriters named in this Terms Agreement shall be deemed to be “Representatives” under the Underwriting Agreement. Except to the extent amended hereby, each of the provisions of the Underwriting Agreement are incorporated herein by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement a
Senior Notes, Issuer and GuarantorsSenior Notes Agreement • November 1st, 2022 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment
Registered Senior Notes Issued Under Issuer Guarantors 1994 Indenture2012 Indenture2017 Indenture2022 Indenture Eaton Corporation Eaton, Turlock, B.V., Eaton Capital Unlimited Company, Eaton Domhanda Unlimited Company, Cooper Industries Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Technologies (Luxembourg) S.à r.l., Eaton Aerospace LLC, Eaton Filtration LLC, Wright Line Holding, Inc., Wright Line LLC, Eaton Aeroquip LLC, Eaton Leasing Corporation, Cooper B-Line, Inc., Cooper Bussmann, LLC, Eaton Electric Holdings LLC, Cooper Crouse-Hinds, LLC, Cooper Power Systems, LLC, Cooper Wiring Devices, Inc.
ContractStock Option Agreement • February 28th, 2013 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • Ohio
EATON CORPORATION plc, an Irish company (the "Company"), hereby grants to the Option holder, in consideration of service by him or her to the Company or a subsidiary of the Company (a “Subsidiary”), the option to purchase from the Company from time to time during a period which shall end at the close of business on the tenth anniversary of the date of the granting of this option (such period being referred to as the “fixed term of the option”), unless sooner terminated as hereinafter provided, the number of ordinary shares of the Company with a par value of one cent each (the "Ordinary Shares") specified in the Option holder's account available online through the Eaton Benefits Center at Fidelity, or in any other method of communication designated by the Company and communicated to the Option holder. For purposes of the foregoing sentence, “close of business” shall mean 4:00 p.m. Eastern Time on the tenth anniversary of the date of grant. However, if that day falls on a Saturday, Sunda
as Trustee FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 28th, 2018 • Eaton Corp PLC • Misc industrial & commercial machinery & equipment • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of December 20, 2017 and effective as of January 1, 2018 (this "Fourth Supplemental Indenture") among Eaton Corporation, an Ohio corporation (the "Company"), Eaton Industrial Corporation, a Delaware corporation (the "New Guarantor") and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee").
