Agreement and Plan of Merger by and Among Imprivata, Inc., Project Brady Merger Sub, Inc. And Project Brady Holdings, Llc Dated as of July 13, 2016 (July 13th, 2016)
THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 13, 2016, is made by and among Project Brady Holdings, LLC, a Delaware limited liability company (Parent), Project Brady Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of Parent (Merger Sub), and Imprivata, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.
June 15, 2016 BY HAND AND EMAIL Thomas Brigiotta Re: Transitional Services and Separation Agreement Dear Tom: This Confirms the Details Relating to the Ending of Your Employment at Imprivata, Inc. (Imprivata or the Company). (June 21st, 2016)
The Company sincerely appreciates your contributions over the years and would like to make this transition as smooth as possible. If you enter into this Transitional Services Agreement (the Agreement) it will fully supersede your prior agreements or understandings with the Company regarding compensation and severance including, without limitation, the April 30, 2014 Employment Agreement (the Employment Agreement). In the interest of clarity, your obligations under the Companys Noncompetition, Nondisclosure and Inventions Agreement dated August 19, 2008 (the Restrictive Covenant Agreement) shall continue to be in full force and effect.