EXHIBIT 4 LOAN AGREEMENT BETWEEN BANK ONE, NA AND THE BADGER METER EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN AND TRUST Bank One, NA, with its main office in Chicago, Illinois (the "Bank") and the Badger Meter Employee Savings and Stock Ownership Plan...Loan Agreement • August 1st, 2003 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
andRights Agreement • May 26th, 1998 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
RECITALSLoan Agreement • March 26th, 1999 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
Cumulative Percentage Elapsed Number of of Shares Years After Date Subject to Option of This Agreement Which May Be Purchased ------------------ ----------------------Nonqualified Stock Option Agreement • August 11th, 2003 • Badger Meter Inc • Totalizing fluid meters & counting devices
Loan Agreement Between Firstar Bank Milwaukee, N.A. and The Badger Meter Employee Savings and Stock Ownership Plan and TrustLoan Agreement • March 27th, 1996 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
EXHIBIT 9.1 BADGER METER, INC. 2005 RESTRICTED STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT AWARD AGREEMENT =============================================== ================================= You have been selected to be a Participant in the Badger...Restricted Stock Award Agreement • May 5th, 2005 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
WITNESSETH:Retirement Agreement • March 12th, 2002 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
TERM LOAN AGREEMENT Dated as of October 28, 2022, among VONTIER CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and the other LENDERS party hereto, and BOFA SECURITIES, INC., THE BANK OF NOVA SCOTIA, PNC CAPITAL MARKETS LLC...Term Loan Agreement • November 3rd, 2022 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This TERM LOAN AGREEMENT, dated as of October 28, 2022 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENT by and among Vontier Corporation, Gilbarco Inc. Matco Tools Corporation and Citigroup Global Markets Inc. Morgan Stanley & Co. LLC, as Representatives of the Initial Purchasers Dated as of March 10, 2021Registration Rights Agreement • March 10th, 2021 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2021, by and among Vontier Corporation, a Delaware corporation (the “Issuer”), Gilbarco Inc., a Delaware corporation (“Gilbarco”), Matco Tools Corporation, a Delaware corporation (“Matco” and, together with Gilbarco and Veeder-Root, the “Guarantors”), and Citigroup Global Markets Inc. (“Citi”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) as the representatives (the “Representatives”) of the several Initial Purchasers named in Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuer’s 1.800% Senior Notes due 2026 (the “2026 Notes”), 2.400% Senior Notes due 2028 (the “2028 Notes”) and 2.950% Senior Notes due 2031 (the “2031 Notes”, and together with the 2026 Notes and the 2028 Notes, the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agr
1. Definitions. The following terms are used in this Agreement as defined in Exhibit A: Act Covered Termination Accrued Benefits Effective Date Affiliate and Associate Employer Annual Cash Compensation Good Reason Cause Normal Retirement Change in...Key Executive Employment and Severance Agreement • November 12th, 1999 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
CREDIT AGREEMENT Dated as of [______], 2020, among VONTIER CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other LENDERS party hereto CITIBANK, N.A.,...Credit Agreement • September 21st, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This CREDIT AGREEMENT, dated as of [_____], 2020 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
BADGER METER, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agent RIGHTS AGREEMENT Dated as of February 15, 2008Rights Agreement • June 16th, 2008 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
THIS AGREEMENT, dated as of February 15, 2008 (this “Agreement”), is entered into by and between BADGER METER, INC., a Wisconsin corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTKey Executive Employment and Severance Agreement • February 24th, 2021 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
THIS KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of ______, 20__, by and between Badger Meter, Inc., a Wisconsin corporation (hereinafter referred to as the “Company”), and _____________________ (hereinafter referred to as the “Executive”).
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”).
CREDIT AGREEMENT Dated as of September 29, 2020, among VONTIER CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other LENDERS party hereto CITIBANK,...Credit Agreement • September 30th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This CREDIT AGREEMENT, dated as of September 29, 2020 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
Employment Agreement with Blair ZykanEmployment Agreement • December 29th, 1999 • Laser Technology Inc • Totalizing fluid meters & counting devices • Colorado
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF COMMON SHARES RIGHTS AGREEMENT This Agreement of Substitution and Amendment is entered into as of August 16, 2002, by and between Badger Meter, Inc., a Wisconsin corporation (the "Company") and American Stock...Common Shares Rights Agreement • December 20th, 2002 • Badger Meter Inc • Totalizing fluid meters & counting devices
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 (the “Agreement”).
PROMISSORY NOTE (CONTINUED)Loan Agreement • August 8th, 2005 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
LOAN AGREEMENT DATED MAY 20, 2005 BETWEEN BADGER METER, INC. AND THE M&I MARSHALL & ILSLEY BANK RELATING TO BADGER METER, INC.'S BUSINESS NOTE.
EMPLOYMENT AND NON-INTERFERENCE AGREEMENTEmployment Agreement • May 15th, 2009 • Sensus Metering Systems Bermuda 2 LTD • Totalizing fluid meters & counting devices • Delaware
This Employment and Non-Interference Agreement, dated as of July 1, 2008 (the “Agreement”), is by and between William T. Yeates (the “Executive”) and Sensus Metering Systems Inc., a Delaware corporation (the “Company”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda (“Bermuda 2”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 1) Ltd., a company organized under the laws of Bermuda (“Holdings”).
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”).
EXHIBIT 10.10 SECURITY AGREEMENT This SECURITY AGREEMENT is made as of the 18th day of August, 1998 by SEPRAGEN CORPORATION., a California corporation, with its principal place of business at 30689 Huntwood Avenue, Hayward, California 94544...Security Agreement • November 20th, 1998 • Sepragen Corp • Totalizing fluid meters & counting devices • California
TAX MATTERS AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of October 8, 2020Tax Matters Agreement • October 13th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of October 8, 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 VONTIER CORPORATIONPerformance 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 Performance Stock Unit Agreement (the “Agreement”).
TRANSITION SERVICES AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of October 8, 2020Transition Services Agreement • October 13th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 8, 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.
STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENTStockholder’s and Registration Rights Agreement • October 13th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of October 8, 2020 (this “Agreement”), is by and between Vontier Corporation, a Delaware corporation (“Vontier”), and Fortive Corporation, a Delaware corporation (“Fortive”).
RESTRICTED SHARE AND SHAREHOLDER AGREEMENTRestricted Share and Shareholder Agreement • October 22nd, 2010 • Sensus (Bermuda 2) LTD • Totalizing fluid meters & counting devices • New York
This RESTRICTED SHARE AND SHAREHOLDER AGREEMENT (this “Agreement”), entered into as of October 19, 2010 (the “Grant Date”), is by and between Louis D’Ambrosio (the “Participant”) and Sensus (Bermuda 1) Ltd., a Bermuda limited company (the “Company”). Certain capitalized terms used herein and not otherwise defined are defined in Section 13 hereof.
SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTIVE CORPORATION and VONTIER CORPORATION Dated as of October 8, 2020Separation and Distribution Agreement • October 13th, 2020 • Vontier Corp • Totalizing fluid meters & counting devices • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of October 8, 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.
Loan Agreement dated October 30, 2010 between Badger Meter, Inc. and the M&I Marshall & Ilsley Bank relating to Badger Meter’s revolving credit loan.Loan Agreement • October 26th, 2010 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.
Loan Agreement dated October 30, 2010 between Badger Meter, Inc. and the M&I Marshall & Ilsley Bank relating to Badger Meter’s euro note. BADGER METER, INC. EURO NOTELoan Agreement • October 26th, 2010 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 28, 2021, among VONTIER CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other LENDERS party...Credit Agreement • April 28th, 2021 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 28, 2021 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
