B) If on the thirtieth (30th) day following the First Anniversary Executive remains employed by the Company and has not been notified by the Board that his employment hereunder is terminated, UltraStrip shall grant Executive a non- statutory stock...Employment Agreement • April 3rd, 2006 • Quipp Inc • Special industry machinery, nec • Florida
Exhibit 10.5 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 1st day of October, 2005, between UltraStrip Systems, Inc., a Florida corporation (the "Company") and Dennis McGuire (the...Employment Agreement • April 3rd, 2006 • Quipp Inc • Special industry machinery, nec • Florida
EXHIBIT 10.1 CHANGE OF CONTROL AGREEMENT Agreement made as of the 25th day of June, 2002, between Quipp, Inc., a Florida corporation ("Quipp"), Quipp Systems, Inc., a Florida corporation ("Quipp Systems") (Quipp and Quipp Systems are collectively...Change of Control Agreement • August 13th, 2002 • Quipp Inc • Special industry machinery, nec • Florida
EXHIBIT 99.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is entered into by and between Quipp, Inc. (the "Company") and Michael S. Kady (the "Executive") on October 25, 2005. WHEREAS, the Board of Directors of the Company has determined that it is...Employment Agreement • October 31st, 2005 • Quipp Inc • Special industry machinery, nec • Florida
RECITALSReimbursement Agreement • March 29th, 1996 • Quipp Inc • Special industry machinery, nec
EXHIBIT 99.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and between Quipp, Inc. (the "Company") and John F. Connors, III (the "Executive") on August 10, 2005. WHEREAS, the Company and the Executive and Terence...Employment Agreement • August 16th, 2005 • Quipp Inc • Special industry machinery, nec • Florida
AGREEMENTAgreement • November 16th, 2006 • Quipp Inc • Special industry machinery, nec • Florida
QUIPP, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of March 3, 2003Rights Agreement • March 3rd, 2003 • Quipp Inc • Special industry machinery, nec • Florida
RIGHTS AGREEMENT, dated as of March 3, 2003 (the “Agreement”), between QUIPP, INC., a Florida corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).
EXHIBIT 2.1 SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 16th, 2005 • Quipp Inc • Special industry machinery, nec • Florida
EXHIBIT 99.3 CHANGE OF CONTROL AGREEMENT Agreement made as of the 28th day of October, 2005, between Quipp, Inc., a Florida corporation ("Quipp"), Quipp Systems, Inc., a Florida corporation ("Quipp Systems") (Quipp and Quipp Systems are collectively...Change of Control Agreement • October 31st, 2005 • Quipp Inc • Special industry machinery, nec • Florida
RESTATED EMPLOYMENT AGREEMENT This Agreement made and entered into as of the first day of May, 1995, by and between QUIPP SYSTEMS, INC., a Florida corporation hereinafter called "COMPANY," which term shall include its successors or assigns, and LOUIS...Employment Agreement • March 29th, 1996 • Quipp Inc • Special industry machinery, nec
This Agreement made and entered into as of the first day of May, 1995, by and between QUIPP SYSTEMS, INC., a Florida corporation hereinafter called "COMPANY," which term shall include its successors or assigns, and LOUIS D. KIPP, of Miami, Florida, hereinafter called "EMPLOYEE," which term shall include his heirs, personal representatives or assigns wherever the context so requires or admits. W I T N E S S E T H : WHEREAS, COMPANY is a Florida corporation, involved in the design and manufacture of material handling equipment for the newspaper and commercial printing industries; and WHEREAS, COMPANY and EMPLOYEE entered into that certain Employment Agreement dated the 20th day of July, 1989; and WHEREAS, COMPANY and EMPLOYEE entered into that certain Amendment to Employment Agreement dated the 30th day of April 1991; and WHEREAS, COMPANY and EMPLOYEE entered into that certain Restated Employment Agreement dated the 1st day of May, 1995; and WHEREAS, COMPANY and EMPLOYEE wish to further
BACKGROUNDAsset Purchase Agreement • March 11th, 2003 • Quipp Inc • Special industry machinery, nec • Florida
Exhibit 4.8 EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT --------------------------------------------- THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into as of the ______ day of _______, 200__ between UltraStrip Systems, Inc. (the...Employee Non-Qualified Stock Option Agreement • April 3rd, 2006 • Quipp Inc • Special industry machinery, nec • Florida
RESTATED EMPLOYMENT AGREEMENT ----------------------------- This Agreement made and entered into as of the first day of May, 1997, by and between QUIPP SYSTEMS, INC., a Florida corporation hereinafter called "COMPANY," which term shall include its...Employment Agreement • March 31st, 1999 • Quipp Inc • Special industry machinery, nec
AGREEMENTAgreement • October 20th, 2006 • Quipp Inc • Special industry machinery, nec • Florida
This Agreement, dated as of October 19, 2006 (the “Agreement”), is by and among Quipp Inc., a Florida corporation (“Company”), and JDL Capital, LLC, a Delaware limited liability company (“JDL Capital”), JDL Partners, LP, a Delaware limited partnership (“JDL Partners”), John D. Lori, David S. Dillmeier, Mark A. Goodman, Sean McCarthy, Edward McCoyd and Michael McGee (JDL Capital, JDL Partners and the foregoing individuals are collectively referred to herein as the (“JDL Group”)).
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 7th, 2007 • Quipp Inc • Special industry machinery, nec • Florida
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Second Amendment”) is entered into as of the 31st day of August, 2007, by and between QUIPP, INC., a Florida corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 1st, 2006 • Quipp Inc • Special industry machinery, nec • Florida
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this “First Amendment”) is entered into as of the 28th day of February, 2006, by and between QUIPP, INC., a Florida corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).
AGREEMENTAgreement • November 14th, 1996 • Quipp Inc • Special industry machinery, nec
AGREEMENT AND PLAN OF MERGER by and among ILLINOIS TOOL WORKS INC., HEADLINER ACQUISITION CORPORATION and QUIPP, INC. Dated as of March 26, 2008Agreement and Plan of Merger • March 27th, 2008 • Quipp Inc • Special industry machinery, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 26, 2008 by and among Illinois Tool Works Inc., a Delaware corporation (“Parent”), Headliner Acquisition Corporation, a Florida corporation and wholly owned subsidiary of Parent (“MergerCo”), and Quipp, Inc., a Florida corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Appendix A attached hereto.
Support AgreementSupport Agreement • March 27th, 2008 • Quipp Inc • Special industry machinery, nec • Florida
This Support Agreement (this “Agreement”) is dated as of March 26, 2008, by and among Headliner Acquisition Corporation, a Florida corporation (“MergerCo”), Illinois Tool Works Inc., a Delaware corporation (“Parent”, and together with MergerCo, the “Purchaser Parties”), and the Persons executing this Agreement as “Shareholders” on the signature page hereto (each a “Shareholder” and collectively the “Shareholders”).
