FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 8th, 2009 • Flow International Corp • General industrial machinery & equipment, nec
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), dated November 10, 2008, among Flow International Corporation, a Washington corporation (“Parent”), Orange Acquisition Corporation, a Washington corporation and a wholly-owned subsidiary of Parent (“Sub”), OMAX Corporation, a Washington corporation (“Company”), John B. Cheung, John H. Olsen, James M. O’Connor and Puget Partners, L.P., the holders of forty-five percent (45%) of the issued and outstanding ownership interests (other than holders of Company Options) in the Company (collectively referred to as the “Major Shareholders”), and John B. Cheung, Inc., a personal holding corporation owned by John B. Cheung (the “Shareholders’ Representative”) as agent and attorney-in-fact for the holders of Company Shares (as defined in Section 2.1), amending that Agreement and Plan of Merger (the “Agreement”), dated September 8, 2008, among Parent, Sub, Company, the Major Shareholders and the Shareholders’ Representative.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 8th, 2009 • Flow International Corp • General industrial machinery & equipment, nec • Washington
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated September 9, 2008, among Flow International Corporation, a Washington corporation (“Parent”), Orange Acquisition Corporation, a Washington corporation and a wholly-owned subsidiary of Parent (“Sub”), OMAX Corporation, a Washington corporation (“Company”), John B. Cheung, John H. Olsen, James M. O’Connor and Puget Partners, L.P., the holders of forty-five percent (45%) of the issued and outstanding ownership interests (other than holders of Company Options) in the Company (collectively referred to as the “Major Shareholders”), and John B. Cheung, Inc., a personal holding corporation owned by John B. Cheung (the “Shareholders’ Representative”) as agent and attorney-in-fact for the holders of Company Shares (as defined in Section 2.1).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • January 8th, 2009 • Flow International Corp • General industrial machinery & equipment, nec • Washington
THIS AGREEMENT (“Agreement”), by and between FLOW INTERNATIONAL CORPORATION, a Washington corporation (the “Company”), and Dr. John B. Cheung (the “Executive”) is made and is effective as of the Effective Date set forth in Section 2 below.
Form of Escrow Agreement GENERAL ESCROW AGREEMENTGeneral Escrow Agreement • January 8th, 2009 • Flow International Corp • General industrial machinery & equipment, nec • New York
This General Escrow Agreement (this “General Escrow Agreement”) is made and entered into as of [•], 2008 (the “Effective Date”), by and among The Bank of New York Mellon Trust Company, N.A. (the “Escrow Agent”) as escrow agent of the Escrowed Property (as defined below), Flow International Corporation, a Washington corporation (“Parent”), and John B. Cheung, Inc. as the representative of the holders of Company Shares of OMAX Corporation (the “Shareholders’ Representative”).
