Symmetricom Inc Sample Contracts

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Rights Agreement • August 9th, 2001 • Symmetricom Inc • Telephone & telegraph apparatus • New York
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EXHIBIT 99.2 AGREEMENT AND PLAN OF
Agreement and Plan of Reorganization • February 24th, 1999 • Symmetricom Inc • Telephone & telegraph apparatus • California
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 9th, 2002 • Symmetricom Inc • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.18
Employment Agreement • September 20th, 2001 • Symmetricom Inc • Telephone & telegraph apparatus • California
Exhibit 10.29 PROMISSORY NOTE SECURED BY DEED OF TRUST
Promissory Note • February 4th, 1999 • Symmetricom Inc • Telephone & telegraph apparatus
INTERCOMPANY REVOLVING LOAN AGREEMENT ------------------------
Revolving Loan Agreement • September 24th, 1998 • Symmetricom Inc • Telephone & telegraph apparatus • California
WITNESSETH:
Revolving Credit Loan Agreement • September 24th, 1998 • Symmetricom Inc • Telephone & telegraph apparatus
CREDIT AGREEMENT
Credit Agreement • September 12th, 2005 • Symmetricom Inc • Telephone & telegraph apparatus • California

THIS AGREEMENT is entered into as of May 1, 2004, by and between SYMMETRICOM, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

EXHIBIT 10.7 CONSULTING AGREEMENT SYMMETRICOM . ------------------------------- ------------------------------------------------- This Consulting Agreement ("AGREEMENT") is made and entered into as of this first day of June ,199 8 between: -----...
Consulting Agreement • September 24th, 1998 • Symmetricom Inc • Telephone & telegraph apparatus • California

CONSULTING AGREEMENT SYMMETRICOM . -------------------------------------------------------------------------------- This Consulting Agreement ("AGREEMENT") is made and entered into as of this first day of June ,199 8 between: ----- ------------------- -----

AGREEMENT AND PLAN OF MERGER Among MICROSEMI CORPORATION, PETT ACQUISITION CORP. and SYMMETRICOM, INC. Dated as of October 21, 2013
Merger Agreement • October 22nd, 2013 • Symmetricom Inc • Telephone & telegraph apparatus • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2013 (this “Agreement”), among Microsemi Corporation, a Delaware corporation (“Parent”), PETT Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Symmetricom, Inc., a Delaware corporation (the “Company”).

REGISTRATION RIGHTS AGREEMENT Dated as of June 8, 2005 by and between SYMMETRICOM, INC. and DEUTSCHE BANK SECURITIES INC.
Registration Rights Agreement • June 8th, 2005 • Symmetricom Inc • Telephone & telegraph apparatus • New York

This Registration Rights Agreement (this “Agreement”) is dated as of June 8, 2005, by and between Symmetricom, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and RBC Capital Markets Corporation (the “Initial Purchasers”).

SYMMETRICOM, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • September 12th, 2013 • Symmetricom Inc • Telephone & telegraph apparatus • Delaware

Symmetricom, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.0001 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

SUPPORT AGREEMENT
Support Agreement • May 24th, 2002 • Symmetricom Inc • Telephone & telegraph apparatus • Delaware

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into effective as of April 2, 2002, between SYMMETRICOM, INC. a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of TrueTime, Inc. a Delaware corporation (the “Company”).

EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • February 5th, 2010 • Symmetricom Inc • Telephone & telegraph apparatus • California

This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into this day of , (the “Effective Date”), between (“Executive”) and SYMMETRICOM, INC. (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

SYMMETRICOM, INC. 3¼% Contingent Convertible Subordinated Notes Due 2025 PURCHASE AGREEMENT
Purchase Agreement • June 8th, 2005 • Symmetricom Inc • Telephone & telegraph apparatus • New York

Symmetricom, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell to Deutsche Bank Securities Inc. and RBC Capital Markets Corporation (together, the “Initial Purchasers”) $100,000,000 aggregate principal amount of its 3¼% Contingent Convertible Subordinated Notes Due 2025 (the “Firm Securities”) as set forth in Schedule I hereto. The Company also proposes to issue and sell at the option of the Initial Purchasers an additional $20,000,000 aggregate principal amount of its 3¼% Contingent Convertible Subordinated Notes Due 2025 (the “Option Securities” and together with the Firm Securities, the “Securities”) as set forth in Schedule I hereto and in accordance with terms set forth below. The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee

Symmetricom Logo] Change of Control Agreement Company Confidential February 25, 2002
Change of Control Agreement • August 30th, 2002 • Symmetricom Inc • Telephone & telegraph apparatus

The Board and I expect that from time to time Symmetricom will entertain the possibility of acquiring other companies, or merging with other companies in one or more transactions. The Board recognizes that this can be a distraction to valued executives such as you and could prompt executives such as you to consider alternative employment possibilities. The Board has determined that it is in the best interests of Symmetricom and its stockholders to assure that Symmetricom will have the continued dedication and objectivity of its key executives, should we entertain transactions which could result in a change of control. For this reason, on behalf of the Board of Directors of Symmetricom, Inc., I am pleased to deliver this letter setting forth certain compensation related arrangements that will apply to you in the event that the Symmetricom experiences a “Change of Control” (as that term is defined later in this letter) as set forth herein.

MASTER ASSET PURCHASE AGREEMENT
Master Asset Purchase Agreement • October 14th, 1999 • Symmetricom Inc • Telephone & telegraph apparatus • California
AGREEMENT ---------
Revolving Credit Loan Agreement • September 24th, 1998 • Symmetricom Inc • Telephone & telegraph apparatus • California
MANUFACTURING SERVICES AGREEMENT
Manufacturing Services Agreement • September 10th, 2010 • Symmetricom Inc • Telephone & telegraph apparatus • California

At the end of this [***] period, CUSTOMER shall either accept delivery of rescheduled finished units and/or pay SANMINA-SCI’s Component Cost associated with rescheduled units not yet built.

EXHIBIT 10.19
Change of Control Retention Agreement • September 20th, 2001 • Symmetricom Inc • Telephone & telegraph apparatus • California
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AMENDMENT 3 TO MANUFACTURING SERVICE AGREEMENT
Manufacturing Service Agreement • May 9th, 2013 • Symmetricom Inc • Telephone & telegraph apparatus

This Amendment 3 (“Amendment”) is made and entered into as of this 1st day of March, 2013 (the “Effective Date”), by and between SANMINA Corporation (formerly Sanmina-SCI Corporation), a Delaware corporation having a principal place of business at 2700 North First Street, San Jose, California 95134 (SANMINA”) and Symmetricom, Inc., a Delaware corporation, having a principal place of business at 2300 Orchard Parkway, San Jose, CA 95131 (“CUSTOMER”). CUSTOMER and Sanmina- are sometimes collectively referred to as a “Party” and the “Parties.”

EXHIBIT 10.22 PROMISSORY NOTE SECURED BY DEED OF TRUST ----------------------------------------
Promissory Note • September 24th, 1998 • Symmetricom Inc • Telephone & telegraph apparatus
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 14th, 2003 • Symmetricom Inc • Telephone & telegraph apparatus • California

This Amendment No. 3 to Third Amended and Restated Credit Agreement (“Amendment”) dated as of March 15, 2003, is made by and between Symmetricom, Inc., a Delaware corporation (“Borrower”), and Wells Fargo Bank, National Association (“Bank”).

SYMMETRICOM, INC. 2006 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • November 9th, 2006 • Symmetricom Inc • Telephone & telegraph apparatus • Delaware

Symmetricom, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.0001 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 12th, 2005 • Symmetricom Inc • Telephone & telegraph apparatus

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 1, 2005, by and between SYMMETRICOM, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

AMENDMENT 2 TO MANUFACTURING SERVICE AGREEMENT
Manufacturing Service Agreement • September 13th, 2012 • Symmetricom Inc • Telephone & telegraph apparatus

This Amendment 2 (“Amendment”) is made and entered into as of this 27th day of July 2012 (the “Effective Date”), by and between SANMINA-SCI Corporation, a Delaware corporation having a principal place of business at 2700 North First Street, San Jose, California 95134 (“SANMINA-SCI”) and Symmetricom, Inc., a Delaware corporation, having a principal place of business at 2300 Orchard Parkway, San Jose, CA 95131 ("CUSTOMER”). CUSTOMER and Sanmina-SCI are sometimes collectively referred to as a “Party” and the “Parties.”

AGREEMENT AND PLAN OF MERGER AMONG DATUM, INC. DUBLIN ACQUISITION SUBSIDIARY, INC. SYMMETRICOM, INC. Dated as of May 22, 2002
Merger Agreement • May 24th, 2002 • Symmetricom Inc • Telephone & telegraph apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of May , 2002 (the “Agreement”), by and among DATUM, INC., a Delaware corporation (the “Company”), SYMMETRICOM, INC., a Delaware corporation (“Parent”), and DUBLIN ACQUISITION SUBSIDIARY, INC., a Delaware corporation and a wholly owned subsidiary of SYMMETRICOM, INC. (“Merger Sub”).

SERVICES AGREEMENT
Services Agreement • May 14th, 2003 • Symmetricom Inc • Telephone & telegraph apparatus • Delaware

THIS SERVICES AGREEMENT (the “Agreement”) is made and entered into as of May 22, 2002, by and between SYMMETRICOM, INC., a Delaware corporation (the “Company”), and ERIK VAN DER KAAY (“Executive”) to be effective as of the Effective Time (as defined below).

THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 12th, 2003 • Symmetricom Inc • Telephone & telegraph apparatus • California

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 1, 2002, by and between DATUM INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

Amendment 1 to the Master Service Agreement Between Sanmina-SCI and Symmetricom, Inc.
Master Service Agreement • September 13th, 2012 • Symmetricom Inc • Telephone & telegraph apparatus

This AMENDMENT 1 (“Amendment”) is made effective on May 16th 2012 (“Effective Date”) by and between Sanmina-SCI Corporation, a Delaware corporation having its principal place of business at 2700 North First Street, San Jose, CA 95131, on behalf of itself and its affiliates and subsidiaries (“Sanmina-SCI”) and Symmetricom, Inc., a Delaware corporation having its principal place of business at 2300 Orchard Parkway, San Jose, CA 95131 on behalf of itself and its affiliates and subsidiaries (“Customer”). Customer and Sanmina-SCI are sometimes referred to herein as a “Party” and the “Parties”.

AMENDED AND RESTATED EMPLOYMENT AND EXECUTIVE SEVERANCE AGREEMENT
Employment Agreement • February 6th, 2009 • Symmetricom Inc • Telephone & telegraph apparatus • California

This AMENDED AND RESTATED EMPLOYMENT AND EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”), effective as of October 30, 2008, is entered into by and between, THOMAS W. STEIPP (“Executive”) and SYMMETRICOM, INC. (the “Company”).

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