INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2016 • ITT Corp • Pumps & pumping equipment • Indiana
WHEREAS, both the Corporation and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public corporations in today’s environment;
Ms. Denise L. Ramos Chief Executive Officer and President ITT Inc. White Plains, NY 10604 Dear Denise:Employment Agreement • May 16th, 2016 • ITT Corp • Pumps & pumping equipment
Effective as of the date hereof (the “Effective Date”), ITT Inc. (the “Company”) will become the successor issuer to ITT Corporation pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, and, on the Effective Date, your employment will transfer from ITT Corporation to the Company. The purpose of this letter agreement (this “Agreement”) is to set forth the terms and conditions of your employment with the Company. The Company agrees to employ you as Chief Executive Officer and President as of the Effective Date and you agree to discharge faithfully, diligently, and to the best of your ability, your duties. You will report directly to the Board of Directors of the Company (the “Board”). Your principal work location will be White Plains, NY. You will be an at-will employee at all times.
INSTRUMENT OF ASSUMPTION AND AMENDMENTInstrument of Assumption and Amendment • May 16th, 2016 • ITT Corp • Pumps & pumping equipment • New York
THIS INSTRUMENT OF ASSUMPTION AND AMENDMENT, dated as of May 16, 2016 (this “Agreement”), among ITT LLC, an Indiana limited liability company (“Merger Sub”) and successor in interest to ITT Corporation, an Indiana corporation (“ITT”), ITT Inc., an Indiana corporation (“New ITT”), and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), is entered into pursuant to Section 10.21(a)(i) and Section 10.21(c) of the Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of November 25, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ITT, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent. Capitalized terms defined in the Credit Agreement and not otherwise defined herein have the respective meanings ascribed to them in the Credit Agreement.
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 16th, 2016 • ITT Corp • Pumps & pumping equipment • Indiana
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of May 11, 2016, by and among ITT Corporation, an Indiana corporation (the “Company”), ITT Inc., an Indiana corporation (“Holdco”) and a direct, wholly owned subsidiary of the Company, and ITT LLC, an Indiana limited liability company (“Merger Sub”) and a direct, wholly owned subsidiary of Holdco.
