FORTIVE CORPORATION, as Issuer, GILBARCO, INC., VEEDER-ROOT COMPANY, PACIFIC SCIENTIFIC ENERGETIC MATERIALS COMPANY (CALIFORNIA) LLC, and INDUSTRIAL SCIENTIFIC CORPORATION, each as a Guarantor and collectively as the Guarantors, AND THE BANK OF NEW...Indenture • February 22nd, 2019 • Fortive Corp • Industrial instruments for measurement, display, and control • New York
INDENTURE dated as of February 22, 2019 among FORTIVE CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01); GILBARCO, INC., a Delaware corporation, VEEDER-ROOT COMPANY, a Delaware corporation, PACIFIC SCIENTIFIC ENERGETIC MATERIALS COMPANY (CALIFORNIA) LLC, a California limited liability company, and INDUSTRIAL SCIENTIFIC CORPORATION, a Pennsylvania corporation, each as a guarantor hereunder (each a “Guarantor” and collectively, the “Guarantors”); and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CREDIT AGREEMENT Dated as of September 29, 2020, among VONTIER CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other LENDERS party hereto CITIBANK,...Credit Agreement • September 30th, 2020 • Fortive Corp • Industrial instruments for measurement, display, and control • New York
This CREDIT AGREEMENT, dated as of September 29, 2020 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
DANAHER CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING COMPETITION AND PROTECTION OF PROPRIETARY INTERESTSFortive Corp • February 28th, 2017 • Industrial instruments for measurement, display, and control
Danaher Corporation believes that recruiting and retaining the best people to work in its highly competitive businesses means treating them fairly, rewarding their contributions, and thereby establishing a strong partnership for our collective well-being and continued success. Working at Danaher and/or any of its affiliates provides associates with specialized and unique knowledge and confidential information and access to key business relationships, which, if used in competition with Danaher and/or its affiliates, would cause harm to Danaher and/or its affiliates. As such, it is reasonable to expect a commitment from our associates that protects the legitimate business interests of Danaher and its affiliates, and therefore, their own interests. Please read and sign this Agreement in the spirit intended: our collective long-term growth and success.
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • February 28th, 2018 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
THIS AIRCRAFT TIME SHARING AGREEMENT (this “Agreement”) is entered into as of July 18, 2016 by and between Fortive Corporation (“Owner”), a Delaware corporation, with principal offices at 6920 Seaway Blvd, Everett, WA 98203 and James Lico (“Lessee”).
TERM LOAN CREDIT AGREEMENT Dated as of December 7, 2023, among FORTIVE CORPORATION, as the Company, SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent, the other LENDERS party hereto, BofA SECURITIES, INC., SUMITOMO MITSUI BANKING...Term Loan Credit Agreement • December 12th, 2023 • Fortive Corp • Industrial instruments for measurement, display, and control • New York
This TERM LOAN CREDIT AGREEMENT, dated as of December 7, 2023 (this “Agreement”), is entered into among FORTIVE CORPORATION, a Delaware corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 7th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This Agreement is made as of the day of 20 , by and between Fortive Corporation, a Delaware corporation (the “Corporation), and the individual whose signature is set forth on the signature line below (the “Indemnitee”), a director or officer of the Corporation.
FORTIVE CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING COMPETITION AND PROTECTION OF PROPRIETARY INTERESTSFortive Corp • February 28th, 2023 • Industrial instruments for measurement, display, and control
Fortive Corporation believes that recruiting and retaining the best people to work in its highly competitive businesses means treating them fairly, rewarding their contributions, and thereby establishing a strong partnership for our collective well-being and continued success. Working at Fortive and/or any of its affiliates provides associates with specialized and unique knowledge and confidential information and access to key business relationships, which, if used in competition with Fortive and/or its affiliates, would cause harm to Fortive and/or its affiliates. As such, it is reasonable to expect a commitment from our associates that protects the legitimate business interests of Fortive and its affiliates, and therefore, their own interests. Please read and sign this Agreement in the spirit intended: our collective long-term growth and success.
INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of October 8, 2020Intellectual Property Matters Agreement • October 13th, 2020 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of October 8, 2020, is entered into by and between Fortive Corporation (“Fortive”), a Delaware corporation, and Vontier Corporation (“Vontier”), a Delaware corporation. “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be.
364-DAY TERM LOAN CREDIT AGREEMENT Dated as of October 18, 2022 among FORTIVE CORPORATION, as the Company, BANK OF AMERICA, N.A., as Administrative Agent, the other LENDERS party hereto, BofA SECURITIES, INC. and THE BANK OF NOVA SCOTIA, as Joint Lead...Credit Agreement • October 20th, 2022 • Fortive Corp • Industrial instruments for measurement, display, and control • New York
This 364-DAY TERM LOAN CREDIT AGREEMENT, dated as of October 18, 2022 (this “Agreement”), is entered into among FORTIVE CORPORATION, a Delaware corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
FBS LICENSE AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of October 8, 2020FBS License Agreement • October 13th, 2020 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This FBS LICENSE AGREEMENT (this “Agreement”), dated as of October 8, 2020, is entered into by and between Fortive Corporation (“Fortive”), a Delaware corporation, and Vontier Corporation (“Vontier”), a Delaware corporation. “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be.
FORTIVE CORPORATION REGISTRATION RIGHTS AGREEMENT Dated as of June 20, 2016Registration Rights Agreement • June 21st, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • New York
REGISTRATION RIGHTS AGREEMENT dated as of June 20, 2016 (this “Agreement”) is entered into by and among Fortive Corporation, a Delaware corporation (the “Company”) and Barclays Capital Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreements (as defined below) (the “Initial Purchasers”).
FORTIVE CORPORATION2016 Stock Incentive Plan • April 28th, 2022 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
Unless otherwise defined herein, the terms defined in the Fortive Corporation 2016 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Stock Unit Agreement (the “Agreement”).
STOCK AND ASSET PURCHASE AGREEMENT by and between Ethicon, Inc. and Fortive Corporation Dated as of June 6, 2018Stock and Asset Purchase Agreement • September 21st, 2018 • Fortive Corp • Industrial instruments for measurement, display, and control • New York
STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 6, 2018, by and between Ethicon, Inc., a New Jersey corporation (“Seller”), and Fortive Corporation, a Delaware corporation (“Buyer”).
EMPLOYEE MATTERS AGREEMENT by and between FORTIVE CORPORATION And VONTIER CORPORATION Dated as of October 8, 2020Employee Matters Agreement • October 13th, 2020 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 8, 2020, is entered into by and between Fortive Corporation, a Delaware corporation (“Fortive”), and Vontier Corporation, a Delaware corporation and a wholly owned subsidiary of Fortive (“Vontier”). “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation Agreement, shall have the meaning set forth in Section 1.1.
FORM OF TAX MATTERS AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016Tax Matters Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [ ], between Danaher Corporation, a Delaware corporation (“Danaher”) and Fortive Corporation, a Delaware corporation (“Fortive” and, together with Danaher, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).
FORTIVE CORPORATION2016 Stock Incentive Plan • February 28th, 2018 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
Unless otherwise defined herein, the terms defined in the Fortive Corporation 2016 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 22nd, 2019 • Fortive Corp • Industrial instruments for measurement, display, and control
This Amendment No. 1 to Revolving Credit Agreement (this “Amendment”), dated as of February 21, 2019, is made by and among FORTIVE CORPORATION, a Delaware corporation (the “Company”), each Lender (as defined below) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 20th, 2017 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 6, 2017, is by and among FORTIVE CORPORATION, a Delaware corporation (“Parent”), FERN MERGER SUB INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Sub”), and the entity set forth on Schedule A hereto (the “Shareholder”), solely in its capacity as a shareholder of the Company.
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT (LIBOR TRANSITION)Credit Agreement • March 1st, 2022 • Fortive Corp • Industrial instruments for measurement, display, and control
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT (LIBOR TRANSITION) (this “Agreement”), dated as of October 5, 2021 (the “Amendment Effective Date”), is entered into among FORTIVE CORPORATION, a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016Employee Matters Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2016, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Fortive Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher (“Fortive”). “Party” or “Parties” means Danaher or Fortive, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation and Distribution Agreement, shall have the meaning set forth in Section 1.1.
TRANSACTION AGREEMENT by and among ATHENA SUPERHOLDCO, INC., TLFN HOLDING II COMPANY, GILBARCO CATLOW LLC, GRYPHON MERGER SUB INC., GENSTAR CAPITAL VII, L.P., solely in its capacity as the Seller Representative and FORTIVE CORPORATION, solely in its...Transaction Agreement • July 31st, 2018 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of July 30, 2018, is made by and among ATHENA SUPERHOLDCO, INC., a Delaware corporation (the “Company”), TLFN Holding II Company, a Delaware corporation (“Parent 1”), Gilbarco Catlow LLC, a Delaware limited liability company (“Parent 2”, and jointly and severally with Parent 1, the “Parent”), GRYPHON MERGER SUB INC., a Delaware corporation and jointly owned Subsidiary of the Parent (the “Merger Sub”), GENSTAR CAPITAL VII, L.P., a Delaware limited partnership, solely in its capacity as the representative for the Company’s securityholders (the “Seller Representative”), and, solely for purposes of Section 13.22 in its capacity as the guarantor for the payment obligations of the Parent, FORTIVE CORPORATION, a Delaware corporation (the “Parent Guarantor”). The Parent, the Merger Sub, the Company and, solely in its capacity as and solely to the extent applicable, the Seller Representative, shall be referred to herein from time to time a
FORTIVE CORPORATION2016 Stock Incentive Plan • February 28th, 2018 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
Unless otherwise defined herein, the terms defined in the Fortive Corporation 2016 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016Separation and Distribution Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [●], 2016, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Fortive Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher (“Fortive”). “Party” or “Parties” means Danaher or Fortive, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
DANAHER CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING COMPETITION AND PROTECTION OF PROPRIETARY INTERESTSFortive Corp • May 5th, 2016 • Industrial instruments for measurement, display, and control
Danaher Corporation believes that recruiting and retaining the best people to work in its highly competitive businesses means treating them fairly, rewarding their contributions, and thereby establishing a strong partnership for our collective well-being and continued success. Working at Danaher and/or any of its affiliates provides associates with specialized and unique knowledge and confidential information and access to key business relationships, which, if used in competition with Danaher and/or its affiliates, would cause harm to Danaher and/or its affiliates. As such, it is reasonable to expect a commitment from our associates that protects the legitimate business interests of Danaher and its affiliates, and therefore, their own interests. Please read and sign this Agreement in the spirit intended: our collective long-term growth and success.
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016Intellectual Property Matters Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2016 (the “Effective Date”), is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Fortive Corporation (“Fortive”), a Delaware corporation. “Party” or “Parties” means Danaher or Fortive, individually or collectively, as the case may be.
AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 30th, 2020 • Fortive Corp • Industrial instruments for measurement, display, and control
THIS AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of April 24, 2020 by and among FORTIVE CORPORATION, a Delaware corporation (the “Company”), each of the Lenders (as defined in the Credit Agreement) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).
FORTIVE CORPORATION AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN Election FormFortive Corp • October 30th, 2024 • Industrial instruments for measurement, display, and control
This Agreement made as of [DATE] by and between [NAME] (the “Participant”), and Fortive Corporation (the “Company”) pursuant to the Fortive Corporation Amended and Restated Non-Employee Directors’ Deferred Compensation Plan (the “Sub-Plan”).
RESTRICTED STOCK UNIT AGREEMENTCorporation 2016 Stock Incentive Plan • July 24th, 2024 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
Unless otherwise defined herein, the terms defined in the Fortive Corporation 2016 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
CREDIT AGREEMENT Dated as of June 16, 2016, among FORTIVE CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, DANAHER CORPORATION, as Guarantor, the other LENDERS party hereto,Credit Agreement • June 21st, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • New York
This CREDIT AGREEMENT, dated as of June 16, 2016 (this “Agreement”), is entered into among FORTIVE CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), DANAHER CORPORATION, a Delaware corporation (“Danaher”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
FORTIVE CORPORATION2016 Stock Incentive Plan • April 7th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
Unless otherwise defined herein, the terms defined in the Fortive Corporation 2016 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLANFortive Corp • October 26th, 2017 • Industrial instruments for measurement, display, and control
This Agreement made as of , by and between , an individual residing at (the “Participant”), and Fortive Corporation (the “Company”) pursuant to the Fortive Corporation Non-Employee Directors’ Deferred Compensation Plan (the “Sub-Plan”).
FORTIVE CORPORATION €500,000,000 3.700% SENIOR NOTES DUE 2026 €700,000,000 3.700% SENIOR NOTES DUE 2029 UNDERWRITING AGREEMENTFortive Corp • February 13th, 2024 • Industrial instruments for measurement, display, and control • New York
The information in this pricing term sheet supplements Fortive Corporation’s preliminary prospectus supplement, dated February 5, 2024 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In all other respects, this term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. You should rely on the information contained or incorporated by reference in the Preliminary Prospectus Supplement, as supplemented by this pricing term sheet, in making an investment decision with respect to the Notes. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
FORTIVE CORPORATION2016 Stock Incentive Plan • April 7th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
Unless otherwise defined herein, the terms defined in the Fortive Corporation 2016 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Stock Unit Agreement (the “Agreement”).
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 28th, 2020 • Fortive Corp • Industrial instruments for measurement, display, and control • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 30, 2018 (this “Agreement”), is entered into among FORTIVE CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
FORTIVE CORPORATION EXECUTIVE OFFICER CASH SEVERANCE POLICYFortive Corp • March 2nd, 2023 • Industrial instruments for measurement, display, and control
Fortive Corporation (the “Company”) will not enter into any new employment agreement, severance agreement or separation agreement with any Executive Officer of the Company, or establish any new severance plan or policy covering any Executive Officer of the Company, in each case that provides for Cash Severance Benefits exceeding 2.99 times the sum of the Executive Officer’s Base Salary plus Target Bonus, without seeking stockholder ratification of such agreement, plan or policy.
