FORM OF VONTIER CORPORATIONStock Option Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, including any special terms and conditions for the Optionee’s country set forth in the addendum attached thereto as Addendum A (the “Addendum”) (collectively, the “Agreement”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This Agreement is made as of the ___ day of _______ 20____, by and between Vontier Corporation, a Delaware corporation (the “Corporation), and the individual whose signature is set forth on the signature line below (the “Indemnitee”), a director or officer of the Corporation.
FORM OF VONTIER CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, including any special terms and conditions for the Participant’s country set forth in the addendum attached thereto as Addendum B (the “Addendum B”) (collectively, the “Agreement”).
FORM OF TAX MATTERS AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of [●], 2020Tax Matters Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [•], 2020 between Fortive Corporation, a Delaware corporation (“Fortive”), and Vontier Corporation, a Delaware corporation (“Vontier” and, together with Fortive, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of [●], 2020Intellectual Property Matters Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and between Fortive Corporation (“Fortive”), a Delaware corporation, and Vontier Corporation (“Vontier”), a Delaware corporation. “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be.
FORM OF FBS LICENSE AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of [●], 2020FBS License Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This FBS LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and between Fortive Corporation (“Fortive”), a Delaware corporation, and Vontier Corporation (“Vontier”), a Delaware corporation. “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be.
FORM OF TRANSITION SERVICES AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of [•], 2020Transition Services Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [•], 2020, is entered into by and between Fortive Corporation (“Fortive”), a Delaware corporation, and Vontier Corporation (“Vontier”), a Delaware corporation. “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be.
FORM OF EMPLOYEE MATTERS AGREEMENT by and between FORTIVE CORPORATION And VONTIER CORPORATION Dated as of [●], 2020Employee Matters Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and between Fortive Corporation, a Delaware corporation (“Fortive”), and Vontier Corporation, a Delaware corporation and a wholly owned subsidiary of Fortive (“Vontier”). “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation Agreement, shall have the meaning set forth in Section 1.1.
FORM OF STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENTS and Registration Rights Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2020 (this “Agreement”), is by and between Vontier Corporation, a Delaware corporation (“Vontier”), and Fortive Corporation, a Delaware corporation (“Fortive”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of [●], 2020Separation and Distribution Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and between Fortive Corporation, a Delaware corporation (“Fortive”), and Vontier Corporation, a Delaware corporation and a wholly owned subsidiary of Fortive (“Vontier”). “Party” or “Parties” means Fortive or Vontier, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
FORM OF VONTIER CORPORATION2020 Stock Incentive Plan • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).
VONTIER CORPORATION2020 Stock Incentive Plan • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Agreement”).
FORM OF VONTIER CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING COMPETITION AND PROTECTION OF PROPRIETARY INTERESTSVontier Corp • September 1st, 2020 • Totalizing fluid meters & counting devices
Vontier Corporation (“Vontier”) believes that recruiting and retaining the best people to work in its highly competitive businesses means treating them fairly, rewarding their contributions, and thereby establishing a strong partnership for our collective well-being and continued success. Working at Vontier and/or any of its affiliates provides associates with specialized and unique knowledge and confidential information and access to key business relationships, which, if used in competition with Vontier and/or its affiliates, would cause harm to Vontier and/or its affiliates. As such, it is reasonable to expect a commitment from our associates that protects the legitimate business interests of Vontier and its affiliates, and therefore, their own interests. Please read and sign this Agreement in the spirit intended: our collective long-term growth and success.
FORM OF VONTIER CORPORATION NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN Election FormVontier Corp • September 1st, 2020 • Totalizing fluid meters & counting devices
This Agreement made as of , by and between (the “Participant”), and Vontier Corporation (the “Company”) pursuant to the Vontier Corporation Non-Employee Directors’ Deferred Compensation Plan (the “Sub-Plan”).
ContractConsulting Agreement • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This CONSULTING AGREEMENT (“Agreement”) is made and entered into, effective as of August 7, 2020 (“Effective Date”), by and between Fortive Corporation, a Delaware corporation (“Fortive”), and Karen C. Francis (“Consultant”).
FORM OF VONTIER CORPORATION2020 Stock Incentive Plan • September 1st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
Unless otherwise defined herein, the terms defined in the Vontier Corporation 2020 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Stock Unit Agreement (the “Agreement”).
