ARTICLE II. REPRESENTATIONS. Each of the Borrower and each --------------- Guarantor (by signing the Consent and Agreement hereto) represents and warrants to the Agent, the LC Issuer and the Lenders that:Credit Agreement • September 25th, 2003 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties
AMONGCredit Agreement • May 11th, 2001 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
ANDRights Agreement • April 20th, 2000 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
RECITALSCredit Agreement • March 7th, 2005 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties
CREDIT AGREEMENT DATED AS OF APRIL 8, 2016 AMONG LANCASTER COLONY CORPORATION, THE LENDERS, THE HUNTINGTON NATIONAL BANK, as Syndication Agent JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Lead Arranger and Sole Book...Credit Agreement • April 11th, 2016 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Credit Agreement, dated as of April 8, 2016, is among Lancaster Colony Corporation, an Ohio corporation, the Lenders and JPMorgan Chase Bank, N.A., a national banking association, as LC Issuer and as Administrative Agent. The parties hereto agree as follows:
CREDIT AGREEMENT DATED AS OF MARCH 19, 2020 AMONG LANCASTER COLONY CORPORATION, THE LENDERS, THE HUNTINGTON NATIONAL BANK, as Syndication Agent JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Lead Arranger and Sole...Credit Agreement • March 20th, 2020 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • London
This Credit Agreement, dated as of March 19, 2020, is among Lancaster Colony Corporation, an Ohio corporation, the Lenders and JPMorgan Chase Bank, N.A., a national banking association, as LC Issuer and as Administrative Agent. The parties hereto agree as follows:
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • November 15th, 2018 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Director and Officer Indemnification Agreement, dated as of ______________, _____ (this “Agreement”), is made by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and [ _____________ ] (“Indemnitee”).
2 binding obligations of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,...Credit Agreement • February 2nd, 2023 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
LANCASTER COLONY CORPORATION FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 2nd, 2023 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Restricted Stock Award Agreement (this “Agreement”) is dated as of __________, 20___, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and __________________, an Employee or Consultant for the Company (the “Grantee”).
FORM OF STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • May 5th, 2020 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Stock Appreciation Rights Agreement (this “Agreement”) is dated as of __________, 20___, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and __________________, an Employee or Consultant for the Company (the “Grantee”).
ASSET PURCHASE AGREEMENT between LANCASTER COLONY CORPORATION, and CL PRODUCTS INTERNATIONAL, LLC, dated as of January 30, 2014Asset Purchase Agreement • January 30th, 2014 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Asset Purchase Agreement (this “Agreement”), dated as of January 30, 2014, is entered into between Lancaster Colony Corporation, an Ohio corporation (“Seller”), and CL Products International, LLC, an Illinois limited liability corporation (“Buyer”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Article I.
LANCASTER COLONY CORPORATION FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 12th, 2014 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Restricted Stock Award Agreement (this “Agreement”) is dated as of February 25, 2014, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and , a Service Provider for the Company (the “Grantee”).
LANCASTER COLONY CORPORATION FORM OF PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • November 2nd, 2023 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Performance Unit Award Agreement (this “Agreement”) is dated as of __________, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and __________________, an Employee or Consultant for the Company (the “Grantee”).
LANCASTER COLONY CORPORATION FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 17th, 2015 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Restricted Stock Award Agreement (this “Agreement”) is dated as of __________, 20___, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and __________, a Service Provider for the Company (the “Grantee”).
FORM OF STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • November 17th, 2015 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Stock Appreciation Rights Agreement (this “Agreement”) is dated as of __________, 20___, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and __________, a Service Provider for the Company (the “Grantee”).
LANCASTER COLONY CORPORATION Amended and Restated Key Employee Severance AgreementKey Employee Severance Agreement • February 9th, 2009 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Amended and Restated Key Employee Severance Agreement (“Agreement) is entered into as of the date set forth above between Lancaster Colony Corporation (“LCC”) and the undersigned key employee of LCC named above (“Key Employee”).
FORM OF STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • May 12th, 2014 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Stock Appreciation Rights Agreement (this “Agreement”) is dated as of February 25, 2014, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and , a Service Provider for the Company (the “Grantee”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 31st, 2016 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into as of [___________], 20[__] (the “Effective Date”), by and between Lancaster Colony Corporation, an Ohio corporation (together with its subsidiaries, the “Company”), and [___________] (the “Executive”).
2 3 7. Other Agreements. This agreement does not supersede or affect in any way, nor is it affected in any way by, any other existing agreement between LCC and the Key Employee. Further, no future agreement between LCC and the Key Employee shall...Key Employee Severance Agreement • September 23rd, 1999 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • November 20th, 2018 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties
This Confidential Severance Agreement and General Release (the “Agreement”) is entered into by T. Marzetti Company (the “Company”) and Joseph Tuza (the “Employee”) (collectively, the “Parties”) as follows:
ASSET PURCHASE AGREEMENT BY AND AMONG MBR, INC., RBM, L.L.C., DEE ZEE, INC. AND LANCASTER COLONY CORPORATION Dated June 10, 2008Asset Purchase Agreement • June 17th, 2008 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Iowa
THIS ASSET PURCHASE AGREEMENT is made and entered into as of the 10th day of June, 2008 (this “Agreement”), by and among MBR, Inc., an Iowa corporation (“Buyer”), RBM, L.L.C., an Iowa limited liability company (the “LLC”), Dee Zee, Inc., an Ohio corporation (“Seller”), and Lancaster Colony Corporation, an Ohio corporation (the “Shareholder”).
FIRST AMENDMENTEmployment Agreement • October 31st, 2016 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This First Amendment to Employment Agreement is entered into as of October 27, 2016 (the “Amendment”) by Lancaster Colony Corporation, an Ohio corporation (the “Company”), and David A. Ciesinski (the “Executive”) (collectively, the “Parties”).
LANCASTER COLONY CORPORATION FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 9th, 2011 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Restricted Stock Award Agreement (this “Agreement”) made as of ________ ___, _____, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and ________, a director of the Company (the “Director”).
LANCASTER COLONY CORPORATION STOCK APPRECIATION RIGHTS AWARD AGREEMENTStock Appreciation Rights Award Agreement • August 28th, 2008 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Stock Appreciation Rights Agreement (this “Agreement”) is dated as of February 27, 2008, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and «name», a Service Provider for the Company (the “Grantee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 1st, 2006 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Stock Purchase Agreement (this “Agreement”) is entered into as of this 1st day of February 2006, by and between Lancaster Colony Corporation (the “Company”) and the Estate of Dorothy B. Fox (the “Estate”).
LANCASTER COLONY CORPORATION FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 17th, 2015 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Restricted Stock Award Agreement (this “Agreement”) made as of __________, 20___, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and , a director of the Company (the “Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2016 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Employment Agreement (this “Agreement”) is entered into as of April 18, 2016 by Lancaster Colony Corporation, an Ohio corporation (the “Company”), and David A. Ciesinski (the “Executive”) (collectively, the “Parties”).
STOCK PURCHASE AGREEMENT BY AND AMONG T. MARZETTI COMPANY, AS BUYER, FLATOUT HOLDINGS, INC., AS THE COMPANY, THE SHAREHOLDERS OF THE COMPANY, AS SELLERS, AND NCP-FLATOUT SELLER REP LLC, AS SELLERS’ REPRESENTATIVEStock Purchase Agreement • March 16th, 2015 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • New York
This Stock Purchase Agreement (this “Agreement”) is entered into as of March 13, 2015, by and among T. Marzetti Company, an Ohio corporation (“Buyer”), Flatout Holdings, Inc., a Delaware corporation (the “Company”), the Persons listed under the heading “Sellers” on Schedule I attached hereto (collectively, “Sellers”), and NCP-Flatout Seller Rep LLC, a Delaware limited liability company (“Sellers’ Representative” and, collectively with the Company, Sellers and Buyer, the “Parties,” and each, a “Party”).
LANCASTER COLONY CORPORATION CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 2nd, 2023 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Change in Control Agreement (this “Agreement”) is entered into as of [___________], 20[__] (the “Effective Date”), by and between Lancaster Colony Corporation, an Ohio corporation (together with its subsidiaries, the “Company”), and [___________] (the “Executive”).
LANCASTER COLONY CORPORATION AGREEMENT FOR SEVERANCE AND RELEASESeverance Agreement • February 3rd, 2023 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
THIS AGREEMENT FOR SEVERANCE AND RELEASE (this “Agreement”) is voluntarily entered into as of the Effective Date (defined below), by and between Lancaster Colony Corporation (“Employer”), and Dave Nagle (“Employee”), who agree to be bound by all of the terms and conditions hereof.
LANCASTER COLONY CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 28th, 2008 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Restricted Stock Award Agreement (this “Agreement”) is dated as of February 27, 2008, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and «name», a Service Provider for the Company (the “Grantee”).
CREDIT AGREEMENT DATED AS OF MARCH 6, 2024 AMONG LANCASTER COLONY CORPORATION, THE LENDERS, THE HUNTINGTON NATIONAL BANK, as Syndication Agent JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Lead Arranger and Sole...Credit Agreement • March 8th, 2024 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
This Credit Agreement, dated as of March 6, 2024, is among Lancaster Colony Corporation, an Ohio corporation, the Lenders and JPMorgan Chase Bank, N.A., a national banking association, as LC Issuer and as Administrative Agent. The parties hereto agree as follows:
JOINDER AND AMENDMENT AGREEMENTJoinder and Amendment Agreement • August 28th, 2015 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Ohio
THIS JOINDER AGREEMENT AND AMENDMENT (this “Agreement”), dated as of May 5, 2015, is entered into pursuant to the Credit Agreement, dated as of April 18, 2012 (as amended or modified from time to time, the "Credit Agreement "), among Lancaster Colony Corporation, an Ohio corporation (the "Borrower"), the Lenders and JPMorgan Chase Bank, N.A., a national banking association, as LC Issuer and as Administrative Agent.
AGREEMENTProxy Solicitation Agreement • October 11th, 2007 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Agreement, dated as of October 9, 2007 (“Agreement”), is by and among Lancaster Colony Corporation, an Ohio corporation (the “Company”), and the other persons and entities that are signatories hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington Group) which are or may be deemed to be members of a “group” with respect to the common stock of the Company, without par value (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 3rd, 2015 • Lancaster Colony Corp • Canned, frozen & preservd fruit, veg & food specialties • New York
This First Amendment, dated as of September 30, 2015 (the “Amendment”), hereby amends and modifies that certain Stock Purchase Agreement (the “Agreement”), entered into on March 13, 2015, by and among T. Marzetti Company, an Ohio corporation (“Buyer”), Flatout Holdings, Inc., a Delaware corporation (succeeded in interest by Flatout, Inc., a Delaware corporation (the “Company”)), the Persons listed under the heading “Sellers” on Schedule I attached thereto (collectively, “Sellers”), and NCP-Flatout Seller Rep LLC, a Delaware limited liability company (“Sellers’ Representative” and, collectively with the Company, Sellers and Buyer, the “Parties,” and each, a “Party”).
