FORM OF DIRECTOR INDEMNIFICATION AGREEMENT (Delaware corporation)Director Indemnification Agreement • June 25th, 2008 • Memry Corp • Surgical & medical instruments & apparatus • Delaware
Indemnification Agreement (this “Agreement”), dated as of June 24, 2008 between Memry Corporation, a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among SAES GETTERS S.P.A., SAES DEVICES CORP. and MEMRY CORPORATION Dated as of June 24, 2008Agreement and Plan of Merger • June 25th, 2008 • Memry Corp • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 24, 2008 (the “Agreement”), among SAES Getters S.p.A., an Italian corporation (“Parent”), Saes Devices Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Memry Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and Company is referred to herein as a “Party” and together they are referred to herein as “Parties”.
Memry Letterhead] CONFIDENTIALMemry Corp • June 25th, 2008 • Surgical & medical instruments & apparatus
Memry Corporation (“Memry”) has entered into that certain Agreement and Plan of Merger, dated as of June __, 2008 (the “Merger Agreement”), pursuant to which ___________________ has agreed to acquire Memry, subject to conditions precedent and to the terms and conditions therein (the “Acquisition”). It is important to Memry that it be assured of the continued availability of key personnel as it prepares for the Acquisition. Therefore, as an inducement to you to continue to perform your duties during the preparation for the Acquisition, and to assure Memry of your continued dedication, Memry will pay you a transaction bonus, in accordance with the terms and conditions below, in an amount equal to $______________, less required tax and other payroll withholdings and deductions (the “Transaction Bonus”).
