EXHIBIT 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into by and between Stellex Microwave Systems, Inc. (the "Company") and Keith Gilbert ("Employee"), as of the 1st day of November 1997. I. EMPLOYMENT. The...Employment Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • California
Exhibit 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 16th, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Pennsylvania
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 15th, 1998 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 7th, 1999 • Stellex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Kansas
Dated as of April 22, 1999 between STELLEX TECHNOLOGIES, INC. and HSBC BANK USAWarrant Agreement • May 17th, 1999 • Stellex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
ARTICLE I DEFINITIONSCredit Agreement • May 7th, 1999 • Stellex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
RECITALS:Employment Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
FORM OF WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
ARTICLE I DEFINITIONSCredit Agreement • June 15th, 1998 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
April 22, 1999 SG COWEN SECURITIES CORPORATION 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: STELLEX TECHNOLOGIES, INC., a Delaware corporation (the "Company"), proposes to issue and sell to you (the "Initial Purchaser"), upon the...Registration Rights Agreement • May 17th, 1999 • Stellex Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
EXHIBIT 10.15 AMENDED AND RESTATED MANAGEMENT ADVISORY SERVICES AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT ADVISORY SERVICES AGREEMENT ("Agreement"), effective as of the 29th day of May, 1998 (the "Effective Date"), by and between MENTMORE...Management Advisory Services Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys
SALARY CONTINUATION AGREEMENT This Agreement, made and entered into as of the 17th day of November, 1997, by and between MONITOR AEROSPACE CORPORATION, a New York corporation, with principal offices and place of business in the State of New York...Salary Continuation Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
FIRST AMENDMENT TO THE TAX ALLOCATION AND INDEMNITY AGREEMENTAllocation and Indemnity Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys
Amendment, dated as of May 29, 1998, to revise and prospectively apply the Affiliated Group, as defined in the Tax Allocation and Indemnity Agreement by and among Stellex Industries, Inc., (formerly Stellex Holdings Corp.), a Delaware corporation ("Parent"), TSMD Acquisition Corp., a Delaware corporation, Stellex Microwave Systems, Inc. (formerly W-J TSMD Inc.), a California corporation, (together "Stellex Microwave") KII Holding Corp., a Delaware corporation, and KII Acquisition Corp., Stellex Aerospace (formerly Kleinert Industries, Inc.), a California corporation, and its direct subsidiaries (together "Stellex Aerospace") dated as of October 31, 1997.
PRELIMINARY STATEMENTS:Stellex Industries Inc • April 1st, 1999 • Search, detection, navagation, guidance, aeronautical sys • New York
FORM OF OPTION AGREEMENT UNDER THE KII HOLDING CORP. 1998 STOCK OPTION PLANForm of Option Agreement • April 1st, 1999 • Stellex Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
W I T N E S S E T H :Stellex Industries Inc • April 1st, 1999 • Search, detection, navagation, guidance, aeronautical sys • New York
Supplemental Indenture No. 1 to Indenture dated as of October 31, 1997 Re: 9 1/2% Senior Subordinated Notes due 2007Stellex Industries Inc • April 1st, 1999 • Search, detection, navagation, guidance, aeronautical sys • New York
Supplemental Indenture No. 3 to Indenture dated as of October 31, 1997 as amended by Supplemental Indenture No. 1 dated as of May 29, 1998 and Supplemental Indenture No. 2 dated as of March 2, 1999 Re: 9 1/2% Senior Subordinated Notes due 2007Stellex Technologies Inc • May 17th, 1999 • Search, detection, navagation, guidance, aeronautical sys • New York
