AGREEMENT AND PLAN OF MERGER Dated as of December 1, 2008 Among JOHNSON & JOHNSON, MAPLE MERGER SUB, INC. And MENTOR CORPORATIONAgreement and Plan of Merger • December 2nd, 2008 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 1, 2008, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), MAPLE MERGER SUB, INC., a Minnesota corporation and a wholly owned Subsidiary of Parent (“Sub”), and MENTOR CORPORATION, a Minnesota corporation (the “Company”).
Employee] 201 Mentor Drive Santa Barbara, CA 93111 Re: Retention Agreement Dear :Retention Agreement • December 2nd, 2008 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
This letter agreement is in reference to the employment agreement between you and Mentor Corporation (the “Company”), dated as of __________, 2007 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Decatur Acquisition Corp. a wholly-owned subsidiary of Parent (“Sub”), and the Company, propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that
