Da-Lite Screen Co Inc Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 18th, 2004 • Da Lite Screen Company Inc • Indiana

This Employment Agreement (this “Agreement”) is entered into as of April 5, 2004 between Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”), and Judith D. Loughran (the “Executive”).

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REGISTRATION RIGHTS AGREEMENT Dated May 18, 2004 between DA-LITE SCREEN COMPANY, INC. and MORGAN STANLEY & CO. INCORPORATED
Registration Rights Agreement • June 18th, 2004 • Da Lite Screen Company Inc • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of May 18, 2004, between DA-LITE SCREEN COMPANY, INC., an Indiana corporation (the “Company”) and MORGAN STANLEY & CO. INCORPORATED (the “Placement Agent”).

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • June 8th, 2010 • Da-Lite Screen Co Inc • Photographic equipment & supplies • Indiana

AGREEMENT made as of May 18, 2010, by and among Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”) and the other persons listed on the signature pages hereto (such persons are sometimes herein referred to individually as “Shareholder” and collectively as “Shareholders”).

REGISTRATION RIGHTS AGREEMENT Dated March 24, 2010 between DA-LITE SCREEN COMPANY, INC. and MORGAN STANLEY & CO. INCORPORATED
Registration Rights Agreement • March 25th, 2010 • Da-Lite Screen Co Inc • Photographic equipment & supplies • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of March 24, 2010, between DA-LITE SCREEN COMPANY, INC., an Indiana corporation (the “Company”) and MORGAN STANLEY & CO. INCORPORATED (the “Placement Agent”).

FORM OF NONCOMPETITION AND NONSOLICITATION AGREEMENT
Noncompetition and Nonsolicitation Agreement • April 18th, 2011 • Da-Lite Screen Co Inc • Photographic equipment & supplies • Indiana

THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT is entered into as of , 2011 (this “Agreement”) by and among MILESTONE HOLDING CORPORATION, a Delaware corporation (“Milestone”), DA-LITE SCREEN COMPANY, INC., an Indiana corporation (“Da-Lite”), and [SHAREHOLDER], an individual residing at [ADDRESS] and a shareholder of Da-Lite (“Shareholder”) (each of the foregoing individually, a “Party” and collectively, the “Parties”).

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • March 30th, 2011 • Da-Lite Screen Co Inc • Photographic equipment & supplies

This Employment Agreement Amendment (this “Amendment”) between Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”), and Richard E. Lundin (the “Executive”) is dated as of March 29, 2011.

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholder Agreement • September 23rd, 2004 • Da-Lite Screen Co Inc • Photographic equipment & supplies • Indiana

AGREEMENT made as of July 15, 2004, by and among Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”) and the other persons listed on the signature pages hereto (such persons are sometimes herein referred to individually as “Shareholder” and collectively as “Shareholders”).

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • September 1st, 2006 • Da-Lite Screen Co Inc • Photographic equipment & supplies

This Amendment to the Employment Agreement between Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”) and Jerry C. Young (the “Executive”) is dated as of August 28, 2006.

AGREEMENT AND PLAN OF MERGER dated as of March 30, 2011 by and among MILESTONE HOLDING CORPORATION DA-LITE SCREEN COMPANY, INC., MILESTONE AV TECHNOLOGIES LLC, DLI ACQUISITION CORPORATION, and DL SHAREHOLDER REPRESENTATIVE, LLC
Merger Agreement • March 30th, 2011 • Da-Lite Screen Co Inc • Photographic equipment & supplies • Indiana

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into this 30th day of March, 2011, by and among Milestone Holding Corporation, a Delaware corporation (“Buyer”), DLI Acquisition Corporation, an Indiana corporation and a wholly owned subsidiary of Buyer (“Newco”), Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”), DL Shareholder Representative, LLC, a Texas limited liability company, as the Shareholders Representative, and Milestone AV Technologies LLC, a Delaware limited liability company (“Milestone”), solely for purposes of Section 6.05 hereof.

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • September 1st, 2006 • Da-Lite Screen Co Inc • Photographic equipment & supplies

This Amendment to the Employment Agreement between Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”) and Judith D. Loughran (the “Executive”) is dated as of August 28, 2006.

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • August 3rd, 2010 • Da-Lite Screen Co Inc • Photographic equipment & supplies

This Amendment to the Employment Agreement between Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”), and Judith D. Loughran (the “Executive”) is dated as of July 30, 2010.

DA-LITE SCREEN COMPANY, INC. 2010 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • August 3rd, 2010 • Da-Lite Screen Co Inc • Photographic equipment & supplies • Indiana

Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”), hereby grants to (the “Optionee”) as of June , 2010 (the “Option Date”), pursuant to provisions of the Da-Lite Screen Company, Inc. 2010 Stock Option Plan (the “Plan”), a nonqualified option to purchase from the Company (the “Option”) 3,000 shares (the “Option Shares”) of its Common Stock, $0.001 par value, (“Stock,” it being understood that such number of Option Shares and the definition of Stock gives effect to the pending split of the Company’s common stock), at the price of $17.62 (the “Exercise Price”) per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • September 1st, 2006 • Da-Lite Screen Co Inc • Photographic equipment & supplies

This Amendment to the Employment Agreement between Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”) and Richard E. Lundin (the “Executive”) is dated as of August 28, 2006.

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • August 3rd, 2010 • Da-Lite Screen Co Inc • Photographic equipment & supplies

This Amendment to the Employment Agreement between Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”), and Richard E. Lundin (the “Executive”) is dated as of July 30, 2010.

ADDENDUM TO THE EMPLOYMENT CONTRACT
Employment Agreement • March 23rd, 2007 • Da-Lite Screen Co Inc • Photographic equipment & supplies
AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholder Agreement • March 30th, 2011 • Da-Lite Screen Co Inc • Photographic equipment & supplies

Amendment dated as of March 30, 2011 to Amended and Restated Shareholders Agreement by and among Da-Lite Screen Company, Inc., an Indiana corporation, (the “Company”) and shareholders thereof.

ADDENDUM III TO THE EMPLOYMENT CONTRACT
Employment Agreement • April 30th, 2007 • Da-Lite Screen Co Inc • Photographic equipment & supplies
VOTING AGREEMENT
Voting Agreement • March 30th, 2011 • Da-Lite Screen Co Inc • Photographic equipment & supplies • Indiana

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2011, by and among MILESTONE HOLDING CORPORATION, a Delaware corporation (“Milestone”), and the undersigned shareholder(s) (the “Shareholder”, which term is used to describe all undersigned shareholders together if more than one) of Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • March 30th, 2011 • Da-Lite Screen Co Inc • Photographic equipment & supplies

This Employment Agreement Amendment (this “Amendment”) between Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”), and Judith D. Loughran (the “Executive”) is dated as of March 29, 2011.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • May 4th, 2011 • Da-Lite Screen Co Inc • Photographic equipment & supplies • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), is dated as of May 2, 2011, between DA-LITE SCREEN COMPANY, INC., an Indiana corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the “Trustee”).

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • August 3rd, 2010 • Da-Lite Screen Co Inc • Photographic equipment & supplies

This Amendment to the Employment Agreement between Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”), and Jerry C. Young (the “Executive”) is dated as of July 30, 2010.

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