EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 13, 2000,Agreement and Plan of Merger • June 15th, 2000 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
R E C I T A L S A. The Indemnitee is currently serving or has agreed to serve as an officer of the Company and in such capacity has rendered or will render valuable services to the Company. B. The Company has investigated the availability and...Indemnification Agreement • March 25th, 1997 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 1999 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Indiana
AMENDMENT NO. 1 TORights Agreement • June 15th, 2000 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 1st day of January, 1999, by and between WYNN'S INTERNATIONAL, INC., a Delaware corporation with its principal offices in Orange,...Employment Agreement • March 26th, 1999 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 1997 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose
W I T N E S S E T H :Employment Agreement • March 26th, 1999 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
1 EXHIBIT 10.19 THIRD AMENDMENT TO EXECUTIVE DEFERRED COMPENSATION AGREEMENT WHEREAS, Wynn's International, Inc. (the "Company") and James Carroll (the "Executive") entered into an executive deferred compensation agreement in February 1997 (the...Deferred Compensation Agreement • March 26th, 1999 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 1st day of January, 1999, by and between WYNN'S INTERNATIONAL, INC., a Delaware corporation with its principal offices in Orange,...Employment Agreement • March 26th, 1999 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
EXHIBIT 2.1Rights Agreement • November 5th, 1998 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 1997 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
EXHIBIT 99.1 STOCKHOLDER TENDER AGREEMENTStockholder Tender Agreement • June 15th, 2000 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
EXECUTIVE DEFERRED COMPENSATION AGREEMENT WHEREAS, Wynn's International, Inc. (the "Company") and James Carroll (the "Executive") have entered into a series of deferred compensation agreements (which are set forth in Exhibit A hereto and are referred...Executive Deferred Compensation Agreement • March 25th, 1997 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • California
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 10th day of December, 1997, by and between WYNN'S INTERNATIONAL, INC., a Delaware corporation with its principal offices in Orange,...Employment Agreement • March 26th, 1998 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose
EXHIBIT (E)(1) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into as of February 7, 2000, by and between Parker Hannifin Corporation ("A") and Wynn's International, Inc. ("B"). A. A and B (each, together with...Confidentiality Agreement • June 22nd, 2000 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
March 24, 1997 ChaseMellon Shareholder Services, L.L.C., as Rights Agent, As successor to First Interstate Bank, Ltd. 400 South Hope Street Los Angeles, CA 90071 Ladies and Gentlemen: Reference is hereby made to that certain Rights Agreement, dated as...Wynns International Inc • March 26th, 1998 • Gaskets, packg & sealg devices & rubber & plastics hose
FIRST AMENDED RIGHTS AGREEMENT Dated as of August 5, 1998 by and between WYNN'S INTERNATIONAL, INC. and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights AgentFirst Amended Rights Agreement • September 11th, 1998 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
