EXHIBIT 42 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 2nd, 1999 • Varlen Corp • Motor vehicle parts & accessories • Delaware
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • August 5th, 1999 • Varlen Corp • Motor vehicle parts & accessories • Delaware
July 12, 1999 Mr. Ray Jean 1815 N. Pond Lane Lake Forest, Ill. 60045 Dear Ray: This letter confirms that, as reflected in our Change of Control Agreement with you dated April 8, 1999 (the "Agreement"), and the letter dated May 14, 1999, relating to...Varlen Corp • August 4th, 1999 • Motor vehicle parts & accessories
This letter confirms that, as reflected in our Change of Control Agreement with you dated April 8, 1999 (the "Agreement"), and the letter dated May 14, 1999, relating to your participation in Varlen's SERP, (1) any benefits to which you are entitled under the SERP upon termination of your employment are not "change of control" payments subject to Section 280G of the Internal Revenue Code even if you cease employment subsequent to a change of control of Varlen, and (2) any benefits to which you are entitled under the SERP will not be offset from any payments that may be due to you pursuant to the Agreement following a change of control.
CHANGE IN CONTROL AGREEMENT This Agreement (the "Agreement") made and entered into as of May 14, 1999, by and between VARLEN CORPORATION, a Delaware corporation (the "Company"), and RICHARD A. NUNEMAKER (the "Executive"); W I T N E S S E T H: WHEREAS,...Change in Control Agreement • June 4th, 1999 • Varlen Corp • Motor vehicle parts & accessories • Illinois
AMENDMENT NO. 2 DATED AS OF JANUARY 17, 1997 TO CREDIT AGREEMENT DATED AS OF JULY 19, 1996Credit Agreement • April 21st, 1997 • Varlen Corp • Motor vehicle parts & accessories • Illinois
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • June 7th, 1999 • Varlen Corp • Motor vehicle parts & accessories • Delaware
AMENDMENT NO. 3 DATED AS OF DECEMBER 30, 1997 TO CREDIT AGREEMENT DATED AS OF JULY 19, 1996Credit Agreement • April 20th, 1998 • Varlen Corp • Motor vehicle parts & accessories • Illinois
due 2003Varlen Corp • August 19th, 1997 • Motor vehicle parts & accessories
CONSULTING AGREEMENTConsulting Agreement • April 21st, 1999 • Varlen Corp • Motor vehicle parts & accessories • Delaware
VARLEN CORPORATION 55 Shuman Boulevard Naperville, IL 60566Varlen Corp • June 4th, 1999 • Motor vehicle parts & accessories
Varlen Corporation (the "Company") recognizes and values your contributions to its present success and your expected contributions to its future success. As a result, the Company wishes to provide you with the following benefits:
AMENDMENT NO. 1 DATED AS OF OCTOBER 15, 1996 TO CREDIT AGREEMENT DATED AS OF JULY 19, 1996 THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT ("Amendment") is made as of this 15th day of October, 1996 by and among Varlen corporation, (the "Borrower"), the...Credit Agreement • December 11th, 1996 • Varlen Corp • Motor vehicle parts & accessories • Illinois
May 14, 1999 Mr. Ray Jean 1815 N. Pond Lane Lake Forest, Ill. 60045 Dear Ray: This letter constitutes an amendment to the Change of Control Agreement dated April 8, 1999 between you and Varlen Corporation ("Agreement"). Pursuant to Section 6 of the...Varlen Corp • June 4th, 1999 • Motor vehicle parts & accessories
July 12, 1999 Mr. Richard A. Nunemaker 141 Cottage Hill Avenue Elmhurst, Ill. 60126 Dear Rick: This letter confirms that, as reflected in our Change of Control Agreement with you dated May 14, 1999 (the "Agreement"), and the letter of the same date...Varlen Corp • August 4th, 1999 • Motor vehicle parts & accessories
This letter confirms that, as reflected in our Change of Control Agreement with you dated May 14, 1999 (the "Agreement"), and the letter of the same date relating to your participation in Varlen's SERP, (1) any benefits to which you are entitled under the SERP upon termination of your employment are not "change of control" payments subject to Section 280G of the Internal Revenue Code even if you cease employment subsequent to a change of control of Varlen, and (2) any benefits to which you are entitled under the SERP will not be offset from any payments that may be due to you pursuant to the Agreement following a change of control.
RECITALS:Rights Agreement • December 8th, 1998 • Varlen Corp • Motor vehicle parts & accessories • Delaware
FIRST AMENDMENT TO CONSULTING AGREEMENT This First Amendment to the Consulting Agreement (the "Agreement") dated January 31, 1999, between Richard L. Wellek, (the "Consultant") and Varlen Corporation ("Company") shall be effective May 14, 1999....Consulting Agreement • June 4th, 1999 • Varlen Corp • Motor vehicle parts & accessories
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 11/9/98, by and between Varlen Corporation ("Employer"), and William J. Rotenberry ("Employee"). 1. Employer shall employ Employee and the Employee shall...Employment Agreement • June 4th, 1999 • Varlen Corp • Motor vehicle parts & accessories
