0001193125-03-096829 Sample Contracts

NON-COMPETITION AGREEMENT
Non-Competition Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

THIS NON-COMPETITION AGREEMENT, made as of December 7, 2003 (this “Non-Competition Agreement”), is between J. Colin Keith, an individual (“Keith”), and Parker-Hannifin Corporation, an Ohio corporation (“Parker”).

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DENISON INTERNATIONAL PLC and PARKER-HANNIFIN CORPORATION
Acquisition Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

This Acquisition Agreement (this “Agreement”) is made and entered into as of December 7, 2003, by and between DENISON INTERNATIONAL PLC, a public limited company organized under the laws of England and Wales (the “Company”), and PARKER-HANNIFIN CORPORATION, an Ohio corporation (“Purchaser”).

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Confidentiality Agreement
Confidentiality Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York
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FORM OF TENDER AGREEMENT
Tender Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

TENDER AGREEMENT, dated as of December 7, 2003 (this “Agreement”), by and among Parker-Hannifin Corporation (“Purchaser”), an Ohio corporation, and each other person listed on the signature pages hereof (each, a “Stockholder” and, collectively, the “Stockholders”).

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

THIS NON-COMPETITION AGREEMENT, made as of December 7, 2003 (this “Non-Competition Agreement”), is between Anders C.H. Brag, an individual (“Brag”), and Parker-Hannifin Corporation, an Ohio corporation (“Parker”).

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AMENDMENT NO. 1 TO ACQUISITION AGREEMENT
Acquisition Agreement • December 19th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

THIS AMENDMENT NO. 1 to the Acquisition Agreement (the “Amendment”) dated as of December 19, 2003 by and between Parker-Hannifin Corporation, an Ohio corporation (“Parker”), and Denison International plc, a public limited company organized under the laws of England and Wales (the “Company”), amends the Acquisition Agreement, dated as of December 7, 2003, by and between Parker and the Company (the “Agreement”).

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