Carson Inc Sample Contracts

Carson Inc – STOCKHOLDERS AGREEMENT (March 2nd, 2000)

STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT dated as of February 25, 2000 by and among Cosmair, Inc., a Delaware corporation ("Parent"), Crayon Acquisition Corp., a Delaware corporation wholly owned by Parent ("Sub"), Carson, Inc., a Delaware corporation (the "Company"), and the stockholders of the Company signatory hereto (individually, a "Stockholder" and, collectively, the "Stockholders"). WITNESSETH: WHEREAS, concurrently herewith, Parent, Sub and the Company are entering into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time, the "Merger Agreement") pursuant to which Sub will be merged with and into the Company (the "Merger"); WHEREAS, in furtherance of the Merger, Parent and the Company desire that as soon as practicable (and not later than eight business days) after the execution and d

Carson Inc – SETTLEMENT AGREEMENT (March 2nd, 2000)

SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT (the "Settlement Agreement"), dated as of February 25, 2000, between AM Products Company, formerly known as AM Cosmetics, Inc. ("AM"), a corporation duly organized and existing pursuant to the laws of the State of Delaware with its principal place of business located in North Arlington, New Jersey, AM Cosmetics Corp., formerly known as PAM Acquisition Corp. ("AM Cosmetics"), a corporation duly organized and existing pursuant to the laws of the State of Delaware with its principal place of business in North Arlington, New Jersey, and Carson Products Company ("Carson"), a corporation duly organized and existing pursuant to the laws of the State of Delaware with its principal place of business located in Savannah, Georgia. WHEREAS, AM commenced an arbitration proceeding against Carson before the American Arbitration Association, entitled AM Cosmetics, Inc.

Carson Inc – CARSON, INC. SIGNS MERGER AGREEMENT TO BE ACQUIRED BY SUBSIDIARY OF L'OREAL (March 2nd, 2000)

Carson, Inc. 64 Ross Road Savannah, GA 31405 FOR IMMEDIATE RELEASE CARSON, INC. SIGNS MERGER AGREEMENT TO BE ACQUIRED BY SUBSIDIARY OF L'OREAL --------------------------------------------------------------------------- NEW YORK, NY, February 28, 2000 - Carson, Inc. (NYSE:CIC), announced today it has signed a definitive merger agreement with Cosmair, Inc., the U.S. subsidiary of L'Oreal, S.A., of Paris, France, under which Cosmair will acquire Carson. The merger agreement provides for a cash tender offer, to commence in approximately one week, in which Cosmair will acquire all of the outstanding shares of common stock of Carson at $5.20 net per share. The offer will be conditioned on the satisfaction of customary conditions, including the expiration or termination of the waiting period under Hart-Scott-Rodino Antitrust Improvements Act and the rec

Carson Inc – AGREEMENT AND PLAN OF MERGER (March 2nd, 2000)

AGREEMENT AND PLAN OF MERGER dated as of February 25, 2000 by and among COSMAIR, INC., CRAYON ACQUISITION CORP. and CARSON, INC. TABLE OF CONTENTS This Table of Contents is not part of the Agreement to which it is attached but is inserted for convenience only. Page No. ---- ARTICLE I THE OFFER...........................................................2 1.01 The Offer..........................................................2 1.02 Company Actions............

Carson Inc – ASSET PURCHASE AGREEMENT (December 24th, 1998)

ASSET PURCHASE AGREEMENT between CARSON PRODUCTS COMPANY Seller and THE CUTEX COMPANY Buyer dated as of December 9, 1998 ASSET PURCHASE AGREEMENT TABLE OF CONTENTS Page ARTICLE 1 Transfer of Assets, Assumption of Liabilities and Purchase Price.....1 1.1 Transfer of Assets and Business..........................1 1.2 Excluded Assets..........................................3 1.3 Assumption of Certain Liabilities........................4 1.4 Consents to Certain Assignments.................

Carson Inc – LICENSE AGREEMENT (December 24th, 1998)

LICENSE AGREEMENT THIS LICENSE AGREEMENT is dated as of the 9th day of December, 1998 between Carson Products Company, a Delaware corporation, of 64 Ross Road, Savannah, Georgia 31405 ("Carson"), and The Cutex Company, a Delaware corporation, of 3510 North Lake Creek Drive, P.O. Box 1108, Jackson, Wyoming 83001 ("Cutex Co.") (each individually a "Party" and, collectively, the "Parties"). WHEREAS, Carson and Cutex Co. have entered into the asset purchase agreement dated as of December 9, 1998 (the "Purchase Agreement") pursuant to which Carson is transferring to Cutex Co. (1) the assets used in connection with its business of selling, distributing, packaging, manufacturing and marketing nail polish remover and nail care implement products and (2) all right, title and interest in and to the marks listed in Exhibit A and the goodwill associated therewith (the "Marks")

Carson Inc – SECURED TERM LOAN AGREEMENT (December 24th, 1998)

[EXECUTION COPY] SECURED TERM LOAN AGREEMENT between CARSON PRODUCTS COMPANY, CARSON, INC., the LENDERS party hereto, QUANTUM PARTNERS LDC, as Administrative Agent and NORWEST BANK MINNESOTA, N.A., as Collateral Agent ------------------------ Dated as of December 8, 1998 ------------------------ $75,000,000 TABLE OF CONTENTS Page

Carson Inc – OPTION AGREEMENT (December 24th, 1998)

OPTION AGREEMENT OPTION AGREEMENT (the "Agreement"), dated as December 9, 1998, by and between Carson Products Company, a Delaware corporation (the "Seller"), and The Cutex Company, a Delaware corporation (the "Buyer"). WHEREAS, the Seller and the Buyer have entered into an Asset Purchase Agreement dated as of December 9, 1998 (the "Purchase Agreement"; capitalized terms used herein but not defined herein shall have the meanings set forth in the Purchase Agreement), which provides for, among other things, the purchase by the Buyer from the Seller of all of the Seller's right, title and interest in and to (I) all intellectual property relating to the CUTEX name for use in the United States and Puerto Rico (the "Territory") and certain related assets (including without limitation the intellectual property and certain related assets relating to the sale, distribution, packaging, manufacture

Carson Inc – EMPLOYMENT AGREEMENT (August 14th, 1998)

EMPLOYMENT AGREEMENT This Agreement (this "Agreement"), dated as of June 8, 1998, is made by and among Carson Products Company, a Georgia corporation (the "Corporation"), and Ms. Aurelia Waldon (the "Executive"). Recitals 1. The Corporation desires to employ the Executive as Vice President - Sales of the Corporation, and to enter into an employment agreement embodying the terms of such relationship. 2. The Executive is willing to be employed as Vice President -Sales of the Corporation on the terms set forth herein. Agreement NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the Corporation and the Executive hereby agree as follows. 1. Definitions. 1.1 "Board" means the Board of Direct

Carson Inc – EMPLOYMENT AGREEMENT (August 14th, 1998)

EMPLOYMENT AGREEMENT This Agreement (this "Agreement"), dated as of July 1, 1998, is made by and among Carson Products Company, a Delaware corporation (the "Corporation"), and Mr. Gregory Andrews (the "Executive"). Recitals 1. The Corporation desires to employ the Executive as Chief Executive Officer of the Corporation, and to enter into an employment agreement embodying the terms of such relationship. 2. The Executive is willing to be employed as Chief Executive Officer of the Corporation on the terms set forth herein. Agreement NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the Corporation and the Executive hereby agree as follows. 1. Definitions. 1.1 "Affiliate" means any person or entity o

Carson Inc – CREDIT AGREEMENT (July 29th, 1998)

CREDIT AGREEMENT among CARSON PRODUCTS COMPANY, CARSON, INC. and IVAX CORPORATION ------------------------ Dated as of July 14, 1998 ------------------------ $50,000,000 TABLE OF CONTENTS Page SECTION 1. Amount and Terms of Credit...................................1 1.01. Term Loan..........................................................1 1.02. Note.................

Carson Inc – PURCHASE AGREEMENT (July 29th, 1998)

PURCHASE AGREEMENT by and between IVAX CORPORATION and CARSON, INC. June 16, 1998 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE SECTION 1.1 Purchase and Sale...............................................1 SECTION 1.2 Purchase Price..................................................2 SECTION 1.3 Closing.........................................................2 SECTION 1.4 Purchase Price Adjustment.......................................3 SECTION 1.5 Letter of Credit...........

Carson Inc – AGREEMENT (April 17th, 1998)

AGREEMENT entered into between CARSON PRODUCTS (PROPRIETARY) LIMITED (Registration No. 93/02698107) and A & J COSMETICS (PROPRIETARY) LIMITED (Registration No. 97/02712/07) and ALLAN TOWNSEND (Identity No. 490313 5089 00 2) 1 TABLE OF CONTENTS CLAUSE DESCRIPTION PAGE No. 1. INTERPRETATION AND PRELIMINARY.............................1 2. RESOLUTIVE CONDITION.......................................6 3. MANAGEMENT CONTROL.........................................7 4. SALE OF THE BUSINESS........

Carson Inc – EMPLOYMENT AGREEMENT (March 31st, 1998)

EMPLOYMENT AGREEMENT AGREEMENT,dated as of July 14, 1997 by and between Carson Products Company, a Georgia Corporation (the "Company"), and Richard A. Bozzell ("Executive"). WITNESSETH: WHEREAS, the Company wishes to retain the services of Executive from and after the date of the execution of this Agreement (the "Execution Date"), and Executive wishes to be eployed in the services of the Company from and after the Execution Date, on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. Term of Covered Employment. The term of Executive's employment covered under this Agreement (the "Term of Covered Employment") shall commence on the Execution Date and shall end on the third anniversary of the Execution Date (the "Expiration Date"), unless terminated earlier under Section 4.

Carson Inc – PROMISSORY NOTE (March 31st, 1998)

$250,000 Savannah, Georgia as of August 15, 1996 PROMISSORY NOTE FOR VALUE RECEIVED, Miriam Muley (the "Payor") hereby unconditionally promises to pay to the order of Carson, Inc., a Delaware corporation (the "Payee"), the principal sum of Two Hundred Fifty Thousand Dollars ($250,000) on the third anniversary of the date of this Note (the "Maturity Date"). Capitalized terms used but not otherwise defined herein have the respective meanings given to such terms in Article 4 hereof. ARTICLE 1 PRINCIPAL AND INTEREST Section 1.1 Principal. The entire unpaid principal amount of this Note shall be paid on the Maturity Date (or on such earlier date as this Note shall become due as hereinafter provided). Promptly following the payment in full of this Note, the Payee shall surrender this Note to the Payor for cancellation.

Carson Inc – EMPLOYMENT AGREEMENT (March 31st, 1998)

EMPLOYMENT AGREEMENT AGREEMENT, dated as of September 8, 1997 by and between Carson Products Company, a Georgia Corporation (the "Company"), and Donald N. Riley ("Executive"). WITNESSETH: WHEREAS, the Company wishes to retain the services of Executive from and after the date of the execution of this Agreement (the "Execution Date"), and Executive wishes to be employed in the services of the Company from and after the Execution Date, on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. Term of Covered Employment. The term of Executive's employment covered under this Agreement (the "Term of Covered Employment") shall commence on the Execution Date and shall end on the third anniversary of the Execution Date (the "Expiration Date"), unless terminated earlier under Section 4. 2. Emplo

Carson Inc – ============================================================================ CREDIT AGREEMENT (May 15th, 1997)

============================================================================ ============================================================================ CREDIT AGREEMENT among CARSON PRODUCTS COMPANY and BANQUE INDOSUEZ, NEW YORK BRANCH, AS AGENT, and THE LENDING INSTITUTIONS LISTED HEREIN ------------------------- Dated as of October 18, 1996 and Amended and Restated as of April 30, 1997 -------------------------- $100,000,000 ============================================================================ ==================================================================

Carson Inc – ============================================================================ CREDIT AGREEMENT (May 15th, 1997)

============================================================================ ============================================================================ CREDIT AGREEMENT among CARSON PRODUCTS COMPANY and BANQUE INDOSUEZ, NEW YORK BRANCH, AS AGENT, and THE LENDING INSTITUTIONS LISTED HEREIN ------------------------- Dated as of October 18, 1996 and Amended and Restated as of April 30, 1997 -------------------------- $100,000,000 ============================================================================ ==================================================================

Carson Inc – CREDIT AGREEMENT (March 31st, 1997)

CREDIT AGREEMENT among CARSON PRODUCTS COMPANY and BANQUE INDOSUEZ, NEW YORK BRANCH, AS AGENT, and THE LENDING INSTITUTIONS LISTED HEREIN -------------------- Dated as of October 18, 1996 -------------------- $40,000,000 DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 TABLE OF CONTENTS Page SECTION 1. Amount and Terms of Credit............................ 1 1.01 Commitments .......................................... 1 1.02 Minim

Carson Inc – EMPLOYMENT AGREEMENT (October 9th, 1996)

Exhibit 10.9 EMPLOYMENT AGREEMENT AGREEMENT, dated as of March 11, 1996, by and between Carson Products Company, a Georgia corporation (the "Company"), and Miriam Muley ("Executive"). WITNESSETH: ---------- WHEREAS, the current owners of all of the outstanding capital stock of Aminco, Inc., the parent of the Company, have entered into a Stock Purchase Agreement dated as of May 11, 1995 (the "Stock Purchase Agreement") with DNL Savannah Acquisition Corp., a Delaware Corporation ("DNL"), under which such shareholders shall sell, and DNL shall purchase, all of the outstanding capital stock of Aminco, Inc.; and WHEREAS, the Company wishes to retain the services of Executive from April 8, 1996, and Executive wishes to be employed in the service of the Company from April 8, 1996, on the terms and condi

Carson Inc – EMPLOYMENT AGREEMENT (October 9th, 1996)

Exhibit 10.4 EMPLOYMENT AGREEMENT AGREEMENT, dated as of April 1, 1996, by and between Carson Products Company, a Delaware Corporation (the "Company"), and Sharon A. Davis ("Executive"). WITNESSETH: ---------- WHEREAS, Executive currently serves as Vice President - Operations of the Company; and WHEREAS, the Company wishes to retain the services of Executive from and after the date hereof (the "Effective Date"), and Executive wishes to continue in the service of the Company from and after the Effective Date, on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. Term of Covered Employment. The term of Executive's employment ------------

Carson Inc – CERTIFICATE OF INCORPORATION (October 9th, 1996)

EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARSON, INC. 1. The name of the corporation (which is hereinafter referred to as the "Corporation") is "Carson, Inc." 2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 10, 1995 under the name DNL Savannah Holding Corp. A Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 22, 1995 under the name DNL Savannah Holding Corp. A Certificate of Amendment of Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 14, 1996,

Carson Inc – CREDIT AGREEMENT (October 7th, 1996)

EXHIBIT 10.35 CREDIT AGREEMENT among CARSON PRODUCTS COMPANY and BANQUE INDOSUEZ, NEW YORK BRANCH, AS AGENT, and THE LENDING INSTITUTIONS LISTED HEREIN ____________________ Dated as of October [ ], 1996 ____________________ $40,000,000 T

Carson Inc – LICENSE AGREEMENT (October 7th, 1996)

Exhibit 10.20 LICENSE AGREEMENT between AMINCO INC. US Federal I.D. Number 51-0325487 ("the LICENSOR") and CARSON PRODUCTS COMPANY S.A. (PROPRIETARY) LIMITED Registration No. 93/02698/07 ("the LICENSEE"), Page -2 - 1. DEFINITIONS ----------- For the purposes of this agreement and unless the context indicates otherwise: 1.1 "this Agreement" means this license agreement and all the annexures hereto: 1.2 "a Contract Quarter" means each 3 (three) month period during the period of this Agreement, commencing on 1 April, 1 J