Exhibit 10.1 SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made as of the 6th day of November, 2001, by and among MEMRY CORPORATION, a Delaware corporation (the "Company"), and the...Securities Purchase Agreement • November 13th, 2001 • Memry Corp • Machine tools, metal cutting types • Connecticut
FORM FOR NSO UNDER MEMRY CORPORATION STOCK OPTION PLAN ----------------------------- NONTRANSFERABLE NON-QUALIFIED STOCK OPTION AGREEMENT dated as of ________ __, 199_, between MEMRY CORPORATION, a Delaware corporation (the "Company"), and...Non-Qualified Stock Option Agreement • February 14th, 1997 • Memry Corp • Machine tools, metal cutting types • Delaware
Amendment No. 3 to Amended and Restated Asset Purchase Agreement and Amendment No. 1 to Transitional Services Agreement between Memry Corporation and Raychem CorporationAsset Purchase Agreement • September 29th, 1997 • Memry Corp • Machine tools, metal cutting types • California
AGREEMENT ---------Termination Agreement • September 29th, 1997 • Memry Corp • Machine tools, metal cutting types • Connecticut
WITNESSETH:Lease • November 13th, 2001 • Memry Corp • Machine tools, metal cutting types • California
NONTRANSFERABLE INCENTIVE STOCK OPTION AGREEMENT dated as of ________ __, 199_, between MEMRY CORPORATION, a Delaware corporation (the "Company"), and _______________ (the "Optionee", which term as used herein shall be deemed to include any successor...Incentive Stock Option Agreement • February 14th, 1997 • Memry Corp • Machine tools, metal cutting types • Delaware
EXHIBIT 10.2 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (this "Agreement"), dated as of this 28th day of January 2002 (the "Effective Date"), by and between Memry Corporation, a Delaware corporation (the...Settlement Agreement • May 14th, 2002 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.33 Separation Agreement, dated as of August 17, 1999, between Memry Corporation and William H. Morton. SEPARATION AGREEMENT This separation agreement (this "Agreement") dated as of this 17th day of August, 1999, by and between Memry...Separation Agreement • September 28th, 1999 • Memry Corp • Machine tools, metal cutting types • Delaware
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 12th, 1998 • Memry Corp • Machine tools, metal cutting types
NONTRANSFERABLE NONQUALIFIED STOCK OPTION AGREEMENT, dated January 31, 2002, between Memry Corporation, a Delaware corporation (the "Company"), and Robert J. Thatcher (the "Optionee", which term as used herein shall be deemed to include any successor...Nonqualified Stock Option Agreement • May 14th, 2002 • Memry Corp • Machine tools, metal cutting types • Delaware
Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement, dated as of the 1st day of September, 2001, between Robert P. Belcher (the "Executive") and Memry Corporation, a Delaware corporation (the...Employment Agreement • November 13th, 2001 • Memry Corp • Machine tools, metal cutting types • Connecticut
WITNESSETHEscrow Agreement • October 1st, 1996 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.34 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of the 1st day of January, 2000, between James G. Binch (the "Executive") and Memry Corporation, a Delaware corporation (the "Company"). W I T N E S S E T H, - - - - - - - - - -...Employment Agreement • September 28th, 2000 • Memry Corp • Machine tools, metal cutting types • Connecticut
Letter Agreement, dated December 23, 1997, between James G. Binch and the Company relating to the exchange of a promissory note for the Company's common stockLetter Agreement • February 13th, 1998 • Memry Corp • Machine tools, metal cutting types
By your signature set forth below, please confirm that, effective as of October 31, 1997, you are converting the $60,000 principal amount loan (the "Loan") made by you to the undersigned into 19,867 shares (the "Shares") of the undersigned's common stock, par value $0.01 per share (the "Common Stock"). The certificate representing the aforesaid Shares that will be issued to you shall contain a restrictive legend to the effect that the offer and sale to you by the undersigned of the Shares was effected in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), by virtue of the exemption from the registration requirements thereof contained in Section 4(2) thereof, and will only be eligible for resale in a registered offering or in a transaction exempt from the registration requirements of the Securities Act.
EXHIBIT 10.49 Investor:Dominion Financial Group International LDC ---------------------------------------------- SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated as of June 26, 1997, by and among MEMRY CORPORATION, a corporation...Securities Purchase Agreement • September 29th, 1997 • Memry Corp • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.45 AMENDED AND RESTATED TINEL-LOCK(R) SUPPLY AGREEMENT ------------------------------ THIS Amended and Restated Supply Agreement (the "Agreement") is made and executed this 19th day of February and effective as of the 20th day of December,...Supply Agreement • September 29th, 1997 • Memry Corp • Machine tools, metal cutting types • California
Tenant: MEMRY CORPORATION LEASE TABLE OF CONTENTSLease • August 19th, 2002 • Memry Corp • Machine tools, metal cutting types • California
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT ----------------------------- MEMRY CORPORATION November __, 2000 SECURITIES PURCHASE AGREEMENT -----------------------------Securities Purchase Agreement • February 14th, 2001 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.33 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of the 1st day of January, 2000, between Joe Pasqualucci (the "Executive") and Memry Corporation, a Delaware corporation (the "Company"). W I T N E S S E T H, - - - - - - - - - -...Employment Agreement • September 28th, 2000 • Memry Corp • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of the 7th day of November, 1995, between WILLIAM H. MORTON, JR. (the "Executive") and MEMRY CORPORATION, a Delaware corporation (the "Company"). W I T N E S S E T H: - - - - - - -...Employment Agreement • November 14th, 1995 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.49 SECURITIES PURCHASE AGREEMENT ----------------------------- MEMRY CORPORATION DECEMBER 9, 1994 SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made as of the 9th day of...Securities Purchase Agreement • October 15th, 1996 • Memry Corp • Machine tools, metal cutting types • Connecticut
Exhibit 10.40 SECURITIES PURCHASE AGREEMENT MEMRY CORPORATIONSecurities Purchase Agreement • October 1st, 1996 • Memry Corp • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.56 REAFFIRMATION AND AMENDMENT OF SUBORDINATION AGREEMENT ------------------------------------------------------Subordination Agreement • October 13th, 1995 • Memry Corp • Machine tools, metal cutting types
LEASE -----Lease • August 19th, 2002 • Memry Corp • Machine tools, metal cutting types • Connecticut
EXHIBIT 10.3 Employment Agreement, dated as of the 29th day of October, 1997, between Thomas D. Carey and the Company EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of the 29th day of October, 1997, between THOMAS D. CAREY (the "Executive")...Employment Agreement • February 13th, 1998 • Memry Corp • Machine tools, metal cutting types • Connecticut
Tenant: MEMRY CORPORATION LEASE TABLE OF CONTENTSLease Agreement • September 28th, 2001 • Memry Corp • Machine tools, metal cutting types • California
Exhibit 10.38 Letter Agreement, dated July 20, 1999, between Memry Corporation and Joe Pasqualucci.Employment Agreement • September 28th, 1999 • Memry Corp • Machine tools, metal cutting types
EXHIBIT 10.58 SECURITIES PURCHASE AGREEMENT ----------------------------- MEMRY CORPORATION JUNE 14, 1995 SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made as of the 14th day of June,...Securities Purchase Agreement • October 13th, 1995 • Memry Corp • Machine tools, metal cutting types • Connecticut
Amendment No. 2 to Amended and Restated Asset Purchase Agreement between Memry Corporation and Raychem CorporationAsset Purchase Agreement • October 1st, 1996 • Memry Corp • Machine tools, metal cutting types • California
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 22nd, 2001 • Memry Corp • Machine tools, metal cutting types
February 2, 1999Severance Agreement • September 28th, 1999 • Memry Corp • Machine tools, metal cutting types
It is with regret we are having to advise you of your separation from employment with the Memry Corporation. Below, please find information relating to your severance package:
LOAN AGREEMENTLoan Agreement • February 14th, 2000 • Memry Corp • Machine tools, metal cutting types
EXHIBIT 10.45 MORTGAGE AND SECURITY AGREEMENT ------------------------------- This MORTGAGE AND SECURITY AGREEMENT dated as of the 9th day of August, 1996, is from WRIGHT MACHINE CORPORATION, a Delaware corporation, having a mailing address at 69...Mortgage and Security Agreement • October 1st, 1996 • Memry Corp • Machine tools, metal cutting types • Massachusetts
Exhibit 10.35 SALES AGENCY AGREEMENT This Sales Agency Agreement ("Agreement") is made and entered into this lst day of February, 2000 (the "Effective Date"), between Memry Corporation, a Delaware corporation with its principal place of business at 57...Sales Agency Agreement • September 28th, 2000 • Memry Corp • Machine tools, metal cutting types • California
WITNESSETH:Lease • February 14th, 2002 • Memry Corp • Machine tools, metal cutting types
