SPX FLOW, INC.,Indenture • August 11th, 2016 • SPX FLOW, Inc. • Metalworkg machinery & equipment • New York
INDENTURE, dated as of August 10, 2016 among SPX FLOW, INC., a Delaware corporation (the “Company”), the Initial Subsidiary Guarantors (as defined herein), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
SPX FLOW STOCK COMPENSATION PLANSPX Flow Stock Compensation Plan • March 7th, 2016 • SPX FLOW, Inc. • Metalworkg machinery & equipment • Delaware
THIS AGREEMENT (the “Agreement”) is made between SPX FLOW, Inc., a Delaware corporation (the “Company”), and the Recipient pursuant to the SPX FLOW Stock Compensation Plan, as amended from time to time, and related plan documents (the “Plan”) in combination with an SPX FLOW Restricted Stock Summary (the “Award Summary”) to be displayed at the Fidelity website. The Award Summary, which identifies the person to whom the shares of Restricted Stock are granted (the “Recipient”) and specifies the date (the “Award Date”) and other details of this grant of Restricted Stock, and the electronic acceptance of this Agreement (which also is to be displayed at the Fidelity website), are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan. The parties hereto agree as follows:
Form of Change of Control Agreement between each of Dwight Gibson and Jose Larios and SPX FLOW, Inc.SPX FLOW, Inc. • February 8th, 2017 • Metalworkg machinery & equipment • Delaware
SPX FLOW, Inc. (the “Company”) recognizes that your contribution to its growth and success will be substantial and desires to assure your continued employment. In this regard, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control (as defined in Section 2, below) may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.
SEPARATION AGREEMENTSeparation Agreement • March 1st, 2019 • SPX FLOW, Inc. • Metalworkg machinery & equipment
THIS SEPARATION AGREEMENT, dated as of December 17, 2018 (the “Agreement”), by and between SPX FLOW, Inc., a Delaware corporation (the “Company”), and Jeremy W. Smeltser (the “Executive”). The Company and the Executive are referred to as the “Parties”.
TAX MATTERS AGREEMENT by and between SPX CORPORATION and SPX FLOW, Inc. Dated as of [•], 2015Tax Matters Agreement • July 13th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [·], 2015, by and between SPX Corporation, a Delaware corporation (“SPX” or “Infrastructurco”), and SPX FLOW, Inc., a Delaware corporation and wholly-owned subsidiary of SPX (“Flowco”) (each a “Party” and together, the “Parties”).
Form of EMPLOYEE MATTERS AGREEMENT by and between SPX CORPORATION and SPX FLOW, INC.Employee Matters Agreement • August 19th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment • Delaware
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of [·], 2015 by and between SPX Corporation, a Delaware corporation (“SPX” or “Infrastructurco”), and SPX FLOW, Inc., a Delaware corporation (“Flowco”) (each a “Party” and together, the “Parties”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 28th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment • Delaware
This TRADEMARK LICENSE AGREEMENT (this “Agreement”), is made and entered into as of this 26th day of September, 2015, (“Effective Date”) by and between SPX FLOW, Inc., a corporation organized and existing under the laws of Delaware, U.S.A. (along with its Affiliates, collectively referred to herein as “Licensor”), and SPX Corporation, a corporation organized and existing under the laws of Delaware, U.S.A. (along with its Affiliates, collectively referred to herein as “Licensee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Separation Agreement (as defined below).
SPX FLOW SPX FLOW STOCK COMPENSATION PLAN FORM OF STOCK OPTION AGREEMENT AWARDSPX Flow Stock Compensation Plan • September 28th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made between SPX FLOW, Inc., a Delaware corporation (the “Company”), and the Recipient pursuant to the SPX FLOW Stock Compensation Plan, as amended from time to time, and related plan documents (the “Plan”) in combination with an SPX Stock Option Summary (the “Award Summary”) to be displayed at the Fidelity website. The Award Summary, which identifies the person to whom the Options are granted (the “Recipient”) and specifies the date (the “Award Date”) and other details of this grant of Options, and the electronic acceptance of this Agreement (which also is to be displayed at the Fidelity website), are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan. The parties hereto agree as follows:
SEPARATION AND DISTRIBUTION AGREEMENT by and between SPX CORPORATION and SPX FLOW, INC.Separation and Distribution Agreement • August 19th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of [·], 2015 by and between SPX Corporation, a Delaware corporation (“SPX” or “Infrastructurco”), and SPX FLOW, Inc., a Delaware corporation (“Flowco”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1.
SPX FLOW SPX FLOW STOCK COMPENSATION PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENT AWARDSPX Flow Stock Compensation Plan • September 28th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment • Delaware
THIS AGREEMENT (the “Agreement”) is made between SPX FLOW, Inc., a Delaware corporation (the “Company”), and the Recipient pursuant to the SPX FLOW Stock Compensation Plan, as amended from time to time, and related plan documents (the “Plan”) in combination with an SPX FLOW Restricted Stock Unit Summary (the “Award Summary”) to be displayed at the Fidelity website. The Award Summary, which identifies the person to whom the Restricted Stock Units are granted (the “Recipient”) and specifies the date (the “Award Date”) and other details of this grant of Restricted Stock Units, and the electronic acceptance of this Agreement (which also is to be displayed at the Fidelity website), are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan. The parties hereto agree as follows:
SECURITY AGREEMENTSecurity Agreement • July 12th, 2016 • SPX FLOW, Inc. • Metalworkg machinery & equipment • New York
THIS SECURITY AGREEMENT, dated as of July 11, 2016 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”), is by and among SPX FLOW, INC., a Delaware corporation (the “Parent Borrower”), and the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors after the date hereof (together with the Parent Borrower, individually a “Grantor”, and collectively the “Grantors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below).
As you know, SPX FLOW has entered into an agreement to be acquired by an affiliate of Lone Star Funds (the “Transaction”). The Transaction is expected to be completed in the first half of 2022, subject to regulatory clearance, shareholder approval and...SPX FLOW, Inc. • March 1st, 2022 • Metalworkg machinery & equipment
This notice informs you that, during a Blackout Period (as defined below) relating to the Transaction that will affect certain participants in the SPX FLOW Retirement Savings Plan (the “Plan”), directors and executive officers will be prohibited from trading in Company Securities (as defined below), whether or not they participate in the Plan.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 13th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made this [·] day of [·], 2015, by and between SPX Corporation, a Delaware corporation (“SPX”) and SPX FLOW, Inc., a Delaware corporation (“Flowco”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Separation Agreement (as defined below).
FORM OF ASSIGNMENT AND ASSUMPTION OF AND AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • September 28th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment
FORM OF ASSIGNMENT AND ASSUMPTION OF AND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment
INCREMENTAL FACILITY ACTIVATION NOTICE, NEW LENDER SUPPLEMENT AND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 10th, 2021 • SPX FLOW, Inc. • Metalworkg machinery & equipment • New York
This INCREMENTAL FACILITY ACTIVATION NOTICE, NEW LENDER SUPPLEMENT AND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of August 16, 2021, is by and among SPX FLOW, Inc., a Delaware corporation (the “Parent Borrower”), JPMorgan Chase Bank, N.A. (the “New Lender”), Bank of America, N.A., in its capacity as the Administrative Agent, each Issuing Lender, and the Swingline Lender. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings provided for such terms in the Credit Agreement (as defined below).
ASSIGNMENT AND ASSUMPTION OF AND AMENDMENT TO CHANGE OF CONTROL AGREEMENTAssignment and Assumption • August 19th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment
This Assignment and Assumption of and Amendment to Change of Control Agreement (this “Assignment Agreement”) is made and entered into as of , 2015, by and between SPX Corporation, a Delaware Corporation (“SPX”), SPX FLOW, Inc., a Delaware Corporation (“SPX FLOW”), and , an individual (the “Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 16th, 2016 • SPX FLOW, Inc. • Metalworkg machinery & equipment • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of December 16, 2016 (this “Amendment”) is entered into among SPX FLOW, Inc., a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers, the Subsidiary Guarantors, the Lenders party hereto, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below), as amended by this Amendment.
FORM OF SPX FLOW CONFIDENTIALITY AND NON-COMPETITION AGREEMENTAnd Non-Competition Agreement • November 3rd, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment • Delaware
In consideration of [●], my employment or continued employment by SPX FLOW, Inc. or by the particular subsidiary or affiliate of SPX FLOW, Inc. by which I am now employed, or by which I may become employed hereafter, potential future salary and benefit adjustments and/or promotions, and any other positions that I hold or may subsequently hold with SPX FLOW, Inc. or any of its subsidiaries or affiliates, and in specific consideration for SPX FLOW, Inc. and/or the applicable subsidiary or affiliate of SPX FLOW, Inc. having granted to me in the past and granting to me in the future access to Confidential and Proprietary Information (as set out in Paragraph 1 below) which I would not have obtained absent my employment with SPX FLOW, Inc. and/or the applicable subsidiary or affiliate of SPX FLOW, Inc., I, the undersigned, hereby agree as set forth below. (For purposes of this Agreement, “FLOW” means, collectively, SPX FLOW, Inc. and all of its subsidiaries and affiliates, and “Company” mean
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 3, 2021 by and among SPX FLOW, INC., as the Parent Borrower THE FOREIGN SUBSIDIARY BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA,...Credit Agreement • August 3rd, 2021 • SPX FLOW, Inc. • Metalworkg machinery & equipment • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 3, 2021, by and among SPX FLOW, INC., a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers (as hereinafter defined) from time to time party hereto, the Lenders (as hereinafter defined) party hereto, DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT BRANCH, as Foreign Trade Facility Agent, and BANK OF AMERICA, N.A., as Administrative Agent.
ContractThird Supplemental Indenture • September 28th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 22, 2015, is entered into by and between SPX FLOW, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), as successor entity under the Indenture referred to below (in such capacity, the “Successor Entity”) and U.S. Bank National Association (or its permitted successor) as trustee (the “Trustee”) under the Indenture referred to below.
ContractFourth Supplemental Indenture • September 28th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of September 24, 2015 (the “Supplemental Indenture”), is by and among SPX FLOW, Inc., a Delaware corporation, as the successor entity under the Indenture referenced below (the “Company”), SPX Flow Holdings, Inc., a Delaware corporation, SPX Flow Technology Systems, Inc., a Delaware corporation, SPX Flow US, LLC, a Delaware limited liability company, Corporate Place LLC, a Delaware limited liability company, and Delaney Holdings Co., a Delaware corporation (collectively, the “New Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).
PURCHASE and SALE AGREEMENT dated as of November 24, 2019 by and among SPX FLOW, Inc., as the Company, and Boardwalk Parent, LLC, as BuyerPurchase and Sale Agreement • November 25th, 2019 • SPX FLOW, Inc. • Metalworkg machinery & equipment • New York
This PURCHASE and SALE AGREEMENT (this “Agreement”), dated as of November 24, 2019, is made by and between SPX FLOW, Inc., a Delaware corporation (the “Company”), and Boardwalk Parent, LLC, a Delaware limited liability company (“Buyer” and, together with the Company, the “Parties” and each individually, a “Party”).
ASSIGNMENT AND ASSUMPTION OF AND AMENDMENT TO EMPLOYMENT AGREEMENTAssignment and Assumption Of • August 19th, 2015 • SPX FLOW, Inc. • Metalworkg machinery & equipment
This Assignment and Assumption of and Amendment to Employment Agreement (this “Assignment Agreement”) is made and entered into as of , 2015, by and between SPX Corporation, a Delaware Corporation (“SPX”), SPX FLOW, Inc., a Delaware Corporation (“SPX FLOW”), and , an individual (the “Executive”).
Employment Agreement of Marcus G. MichaelEmployment Agreement • January 8th, 2016 • SPX FLOW, Inc. • Metalworkg machinery & equipment • Delaware
This Employment Agreement (the “Agreement”) is effective as of January 1, 2016 (the “Effective Date”), by and between SPX FLOW, Inc. (the “Company”) and Marcus G. Michael (the “Executive”).
