EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • February 25th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Employment and Severance Agreement (this “Agreement”) is made on February 19, 2008, to be effective on the Acceptance Date (as defined in the Agreement and Plan of Merger, dated as of the date hereof, by and among Phoenix Acquisition Corp., MEDRAD, Inc. (“Medrad”) and the Company (the “Agreement and Plan of Merger”)) (the “Effective Date”), between Possis Medical, Inc., a Minnesota corporation, (the “Company”), and Shawn McCarrey, an individual residing in the state of Georgia (the “Employee”).
CLASS II EMPLOYEE EMPLOYMENT AGREEMENTClass Ii Employee Employment Agreement • February 25th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Employment Agreement (this “Agreement”) is made on February 19, 2008, to be effective on the Acceptance Date (as defined in the Agreement and Plan of Merger, dated as of the date hereof, by and among Phoenix Acquisition Corp., MEDRAD, Inc. and the Company (the “Agreement and Plan of Merger”)) (the “Effective Date”), between Possis Medical, Inc., a Minnesota corporation, (the “Company”), and Irving Colacci, an individual residing in the state of Minnesota (the “Employee”).
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • February 25th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania
As you know, Possis Medical, Inc. (the “Company”) and MEDRAD, Inc. (“MEDRAD”) have expressed a mutual interest in entering into a negotiated transaction (the “Transaction”). Each of the Company and MEDRAD may be asked to furnish, provide access to or otherwise disclose to the other certain Confidential Information (as defined below). As used in this Agreement, the party disclosing Confidential Information shall be referred to in such capacity as the “Disclosing Party” and the party receiving Confidential Information shall be referred to in such capacity as the “Receiving Party.”
ROBERT DUTCHER SUPPLEMENTAL EXECUTIVE RETIREMENT DEFERRED COMPENSATION AGREEMENT RESTATED AS OF AUGUST 1, 2006Retirement Deferred Compensation Agreement • February 25th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 25th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Amendment No. 1 to Agreement and Plan of Merger (“Amendment No. 1”), dated as of February 20, 2008, is by and between POSSIS MEDICAL, INC., a Minnesota corporation (the “Company”), MEDRAD, INC., a Delaware corporation (“Parent”) and PHOENIX ACQUISITION CORP., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”).
