SECURITIES PURCHASE AGREEMENT by and among XIRGO TECHNOLOGIES INTERMEDIATE HOLDINGS, LLC, XIRGO HOLDINGS, INC., THE BLOCKER SELLERS, THE COMPANY SELLERS LISTED ON THE SIGNATURE PAGES HERETO, THE COMPANY OPTION HOLDERS DELIVERING OPTION CANCELLATION...Securities Purchase Agreement • February 12th, 2021 • Sensata Technologies Holding PLC • Industrial instruments for measurement, display, and control • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and effective as of February 11, 2021, by and among (i) Xirgo Technologies Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), (ii) Xirgo Holdings, Inc., an Indiana corporation (“Blocker”), (iii) the Blocker Sellers (as defined in Section 13.15), (iv) the Company sellers listed on the signature pages hereto (each individually a “Company Seller”, and collectively, the “Company Sellers” and together with the Blocker Sellers, the “Sellers”), (v) the Company Option Holders (as defined in Section 13.15) delivering Option Cancellation and Joinder Agreements, (vi) Sensata Technologies, Inc., a Delaware corporation (“Buyer”), and (vii) Hammond, Kennedy, Whitney & Company, Inc., a New York corporation, solely in its capacity as the Seller Representative. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in Section 13.15.
AWARD AGREEMENT SENSATA TECHNOLOGIES HOLDING PLCPerformance Restricted Stock Units Agreement • February 12th, 2021 • Sensata Technologies Holding PLC • Industrial instruments for measurement, display, and control
The foregoing PRSUs are “Performance Awards” as such term is in the Company's 2010 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and such Performance Awards are subject to all of the terms and conditions of the Plan in effect from time to time, except as otherwise provided herein. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan. For valuable consideration, receipt of which is acknowledged, Participant agrees to the following additional terms and conditions.
