Raven Industries Inc Sample Contracts

EXHIBIT 2.1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 13th, 2001 • Raven Industries Inc • Printed circuit boards • Texas
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Exh 10.1 CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 9th, 1998 • Raven Industries Inc • Apparel & other finishd prods of fabrics & similar matl • South Dakota
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 8, 2019 among RAVEN INDUSTRIES, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY, as Designated Borrowers, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK...
Credit Agreement • March 26th, 2020 • Raven Industries Inc • Unsupported plastics film & sheet • New York

Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 35 1.03 Accounting Terms 36 1.04 Rounding 37 1.05 Times of Day 37 1.06 Letter of Credit Amounts 37 1.07 UCC Terms. 37 1.08 Exchange Rates; Currency Equivalents 37 1.09 Additional Alternative Currencies 38 1.10 Change of Currency 39 ARTICLE II COMMITMENTS AND CREDIT EXTENSIONS 39 2.01 Loans 39 2.02 Borrowings, Conversions and Continuations of Loans 40 2.03 Letters of Credit 41 2.04 Swingline Loans 51 2.05 Prepayments 54 2.06 Termination or Reduction of Commitments 55 2.07 Repayment of Loans 56 2.08 Interest and Default Rate 56 2.09 Fees 57 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate 58 2.11 Evidence of Debt 58 2.12 Payments Generally; Administrative Agent’s Clawback 59 2.13 Sharing of Payments by Lenders 61 2.14 Cash Collateral 62 2.15 Defaulting Lenders 63 2.16 Designated Borrowers 65 2.17 Designated Lenders 66 2.18 Increase in Revolving Facili

CREDIT AGREEMENT dated as of April 15, 2015 among RAVEN INDUSTRIES, INC. The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent J.P....
Credit Agreement • April 16th, 2015 • Raven Industries Inc • Unsupported plastics film & sheet • New York

CREDIT AGREEMENT dated as of April 15, 2015, among RAVEN INDUSTRIES, INC., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., Toronto Branch, as Canadian Administrative Agent, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.

WITNESSETH:
Employment Agreement • April 28th, 2000 • Raven Industries Inc • Apparel & other finishd prods of fabrics & similar matl • South Dakota
WITNESSETH:
Employment Agreement • April 26th, 2001 • Raven Industries Inc • Printed circuit boards • South Dakota
WITNESSETH:
Employment Agreement • April 26th, 1999 • Raven Industries Inc • Apparel & other finishd prods of fabrics & similar matl • South Dakota
AGREEMENT AND PLAN OF MERGER dated as of June 20, 2021 among Raven Industries, Inc., CNH Industrial N.V. and CNH Industrial South Dakota, Inc.
Merger Agreement • June 24th, 2021 • Raven Industries Inc • Unsupported plastics film & sheet • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2021, among Raven Industries, Inc., a South Dakota corporation (the “Company”), CNH Industrial N.V., a Netherlands public limited liability company (“Parent”), and CNH Industrial South Dakota, Inc., a South Dakota corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”).

RAVEN INDUSTRIES, INC. EMPLOYMENT AGREEMENT FOR SENIOR MANAGEMENT
Employment Agreement • April 20th, 2012 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

AGREEMENT dated as of April 20, 2012, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the “Company”), and JANET L. MATTHIESEN, (the “Executive”).

BACKGROUND
Asset Purchase Agreement • September 12th, 2000 • Raven Industries Inc • Apparel & other finishd prods of fabrics & similar matl
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • October 1st, 2010 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

AGREEMENT dated as of OCTOBER 1, 2010, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the “Company”), and LON E. STROSCHEIN (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 4th, 2014 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

AGREEMENT dated as of December 1, 2014, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the “Company”), and STEVEN E. BRAZONES (the “Executive”).

RAVEN INDUSTRIES, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 24th, 2021 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

This Second Amended and Restated Employment Agreement (“Agreement”), effective as of June 20, 2021 (the “Effective Date”), is made by and between Raven Industries, Inc., a South Dakota corporation (the “Company”) and STEVEN E. BRAZONES (“Executive”).

EXHIBIT 10(h)
Deferred Compensation Plan and Agreement • April 26th, 1999 • Raven Industries Inc • Apparel & other finishd prods of fabrics & similar matl • South Dakota
RAVEN INDUSTRIES, INC. EMPLOYMENT AGREEMENT FOR SENIOR MANAGEMENT
Employment Agreement • March 30th, 2007 • Raven Industries Inc • Printed circuit boards • South Dakota

AGREEMENT dated as of February 1, 2004, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the “Company”), and Mark L. West, (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 24th, 2017 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

THIS AGREEMENT is made as of June 12, 2017, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the "Company"); and Lee A. Magnuson ("Executive").

RAVEN INDUSTRIES, INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • March 26th, 2020 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

Raven Industries, Inc. (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

RAVEN INDUSTRIES, INC. Performance Stock Unit Agreement
Performance Stock Unit Agreement • March 26th, 2020 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

Raven Industries, Inc. (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Performance Stock Unit Agreement (the “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

FORM OF EXHIBIT A TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Separation Agreement and General Release • August 24th, 2017 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

Definitions. All the words used in this Separation Agreement and General Release (“Agreement”) have their plain meaning in ordinary English. Specific terms used in this Agreement have the following meanings:

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • June 24th, 2021 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) is made as of June 20, 2021 (the “Effective Date”), between RAVEN INDUSTRIES, INC., a South Dakota corporation (the “Company”); and _____________ (“Executive”).

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RAVEN INDUSTRIES, INC. INCENTIVE STOCK OPTION AGREEMENT (Employee)
Incentive Stock Option Agreement • September 2nd, 2010 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

This INCENTIVE STOCK OPTION AGREEMENT is made and entered into as of the _____ day of ________________, 20__, between Raven Industries, Inc., a South Dakota corporation (the “Company”) and ______________________ (“Employee”).

RAVEN INDUSTRIES, INC. EMPLOYMENT AGREEMENT FOR SENIOR MANAGEMENT
Employment Agreement • December 4th, 2014 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

AGREEMENT dated as of December 1, 2014, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the "Company"), and STEVEN E. BRAZONES, (the "Executive").

STOCK PURCHASE AGREEMENT by and among Aerostar International, Inc. and Vista Applied Technologies Group, Inc. For the Purchase of All Shares of Capital Stock of Vista Research, Inc. Dated as of December 30, 2011
Stock Purchase Agreement • January 6th, 2012 • Raven Industries Inc • Unsupported plastics film & sheet • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of December 30, 2011 by and among Aerostar International, Inc., a South Dakota corporation (the “Buyer”), and Vista Applied Technologies Group, Inc., a California corporation (the “Seller”), for the purchase and sale of all of the issued and outstanding shares of capital stock of Vista Research, Inc., a California corporation (the “Company”). Each of the Seller and the Buyer is sometimes individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 21st, 2017 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated August 22, 2017 (the “Effective Date”), is by and among Raven Industries, Inc., a South Dakota corporation (“Buyer”), Colorado Lining International, Inc., a Colorado corporation (“Seller”), Patrick Elliott, a resident of the State of Colorado (“Elliott”), and John B. Heap, a resident of the State of Colorado (“Heap,” together with Elliott, the “Seller Stockholders”). Buyer, Seller and Seller Stockholders are each referred to as a “Party” and, collectively, as the “Parties.”

FORM OF EXHIBIT A TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Separation Agreement and General Release • March 29th, 2016 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

Definitions. All the words used in this Separation Agreement and General Release (“Agreement”) have their plain meaning in ordinary English. Specific terms used in this Agreement have the following meanings:

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among RAVEN INDUSTRIES, INC. INFINITY ACQUISITION, INC., INTEGRA PLASTICS, INC. and NIKOLE MULDER, AS THE SHAREHOLDER REPRESENTATIVE Dated as of November 3, 2014
Agreement and Plan of Merger and Reorganization • November 7th, 2014 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of November 3, 2014, by and among Raven Industries, Inc., a South Dakota corporation (“Parent”), Infinity Acquisition, Inc., a South Dakota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Integra Plastics, Inc. a South Dakota corporation (the “Company”), and Nikole Mulder, in her capacity as the Shareholder Representative.

RAVEN INDUSTRIES, INC. EMPLOYMENT AGREEMENT FOR SENIOR MANAGEMENT
Employment Agreement • August 31st, 2015 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

WHEREAS, the Board of Directors of the Company (the "Board") recognizes that Executive's contribution to the growth and success of the Company and its subsidiaries has been or will be substantial; and

RAVEN INDUSTRIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Employee)
Non-Qualified Stock Option Agreement • September 2nd, 2010 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

This STOCK OPTION AGREEMENT is made and entered into as of the ___day of , 20___, between Raven Industries, Inc., a South Dakota corporation (the “Company”) and (“Employee”).

GUARANTY
Guaranty • April 16th, 2015 • Raven Industries Inc • Unsupported plastics film & sheet • New York

GUARANTY dated as of April 15, 2015 (this “Guaranty”) made by each of the Persons that is a signatory hereto (each individually a “Guarantor” and collectively, the “Guarantors”) in favor of JPMorgan Chase Bank, National Association, in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below for the benefit of the Administrative Agent, the Canadian Agent, the Lenders and their Affiliates to the extent provided below.

June 20, 2021 Dear Employee Name:
Retention Bonus Agreement • June 24th, 2021 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

As you are aware, Raven Industries, Inc. (the “Company”) anticipates entering into an Agreement and Plan of Merger (the “Merger Agreement”) with CNH Industrial America, LLC (“Parent”), pursuant to which the Company will merge with an acquisition subsidiary of Parent (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. In order to encourage your continued contributions and high level of commitment to the Company (the Company together with its subsidiaries and affiliates, the “Affiliated Group”) during the Retention Period (as defined below), you will be eligible to receive a special retention bonus (the “Retention Bonus”) in accordance with, and subject to the terms and conditions of, this letter agreement (this “Agreement”). This Agreement is contingent upon the execution of the Merger Agreement by the parties thereto, and the Merger Agreement not subsequently being terminated in accordance with its terms.

RAVEN INDUSTRIES, Inc. RESTRICTED STOCK UNIT Agreement (Performance Based Vesting) (Fiscal 2013-2015 Awards)
Restricted Stock Unit Agreement • June 4th, 2012 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) made effective as of April 2, 2012, is by and between Raven Industries, Inc., a South Dakota corporation (the “Company”), and ______________________ (the “Employee”).

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • June 4th, 2012 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

This STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into effective as of the 2nd day of April, 2012, between Raven Industries, Inc., a South Dakota corporation (the "Company") and ________________ (“Employee").

RAVEN INDUSTRIES, INC. EMPLOYMENT AGREEMENT FOR SENIOR MANAGEMENT
Employment Agreement • March 29th, 2013 • Raven Industries Inc • Unsupported plastics film & sheet • South Dakota

AGREEMENT dated as of August 27, 2012, between RAVEN INDUSTRIES, INC., a South Dakota corporation (the "Company"), and STEPHANIE HERSETH SANDLIN, (the "Executive").

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