TRANSITION AGREEMENTTransition Agreement • December 23rd, 2010 • Todd Shipyards Corp • Ship & boat building & repairing • Washington
This Transition Agreement (“Agreement”) is entered into by the Parties, effective on the date of last signature below. Todd Pacific Shipyards Corporation is referred to in this Agreement as “the Company” and Michael G. Marsh is referred to in this Agreement as “Executive.”
AGREEMENT AND PLAN OF MERGER dated as of December 22, 2010, among VIGOR INDUSTRIAL LLC, NAUTICAL MILES, INC. and TODD SHIPYARDS CORPORATIONMerger Agreement • December 23rd, 2010 • Todd Shipyards Corp • Ship & boat building & repairing • Delaware
This Agreement and Plan of Merger, dated as of December 22, 2010 (this “Agreement”), is by and among Vigor Industrial LLC, an Oregon limited liability company (“Parent”), Nautical Miles, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and Todd Shipyards Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and Company is referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 9.3.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 23rd, 2010 • Todd Shipyards Corp • Ship & boat building & repairing • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 22, 2010 is by and among Vigor Industrial LLC, an Oregon limited liability company (“Parent”), Nautical Miles, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of Todd Shipyards Corporation, a Delaware corporation (the “Company”), listed on the signature pages hereto (each a “Stockholder”). Each of Parent, Merger Sub and each Stockholder is referred to herein individually as a “Party” and collectively as the “Parties.”
