EXHIBIT 99.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement is entered into as of April 19, 2006 between Somanetics Corporation, a Michigan corporation (the "Company"), and Bruce J. Barrett ("Employee"). In...Employment Agreement • April 24th, 2006 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
RECITALSEmployment Agreement • June 14th, 2005 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
LANDLORD: FIRST INDUSTRIAL MORTGAGE PARTNERSHIP, L.P., a Delaware limited partnership, successor in interest to WS Development CompanyLease Agreement • June 15th, 2000 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
3 - 4 effective (the "Effective Date"), together with any registration statement filed by the Company pursuant to Rule 462(b) of the Rules and Regulations, including all financial statements and schedules and all exhibits, documents incorporated...Underwriting Agreement • May 30th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.7 FIFTH AMENDMENT attached to and made a part of that certain Lease dated September 10, 1991, between FIRST INDUSTRIAL MORTGAGE PARTNERSHIP, L.P., successor in interest to WS Development Company, as Landlord, and SOMANETICS CORPORATION, as...Lease • February 4th, 2003 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT 1.3 WARRANT AGREEMENT BY AND BETWEEN SOMANETICS CORPORATIONWarrant Agreement • December 7th, 2001 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.60Purchase Agreement • February 5th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
EXHIBIT 1.2 ESCROW AGREEMENT ESCROW AGREEMENT, dated as of December __, 2001 (this "Agreement"), by and among SOMANETICS CORPORATION, a Michigan corporation (the "Company"), PIPER MARBURY RUDNICK & WOLFE LLP (the "Escrow Agent") and BREAN MURRAY &...Escrow Agreement • December 7th, 2001 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
1 EXHIBIT 10.1 [GRUNTAL CAPITAL MARKETS LETTERHEAD] September 9, 1996 Mr. Raymond W. Gunn Executive Vice President & Chief Financial Officer Somanetics Corporation 1653 East Maple Road, Troy, MI 48083-4208 Dear Mr. Gunn: This is to acknowledge and...Agency Agreement • October 11th, 1996 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.1 SIXTH AMENDMENT attached to and made a part of that certain Lease dated September 10, 1991, between FIRST INDUSTRIAL MORTGAGE PARTNERSHIP, L.P., successor in interest to WS Development Company, as Landlord, and SOMANETICS CORPORATION, as...Lease • July 8th, 2004 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
1 EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT ---------------------------Loan and Security Agreement • April 12th, 2001 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • March 24th, 2000 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
RECITALSEmployment Agreement • February 4th, 2003 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
RECITALSWarrant Agreement • December 7th, 2001 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
RECITALSEmployment Agreement • June 15th, 2000 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
RECITALSEmployment Agreement • October 1st, 2002 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
3 4 1.5.2 Election to Accept Developments. Somanetics shall have a period of 90 days (the "Review Period") commencing on the date Somanetics receives the written notice of the Developments (identified as such) pursuant to Section 1.5.1 to decide...License Agreement • June 15th, 2000 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
R E C I T A L SLicense Agreement • October 1st, 2002 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
Exhibit 10.33 STOCK OPTION AGREEMENT (Incentive Option)Stock Option Agreement • February 22nd, 2005 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
1 EXHIBIT 10.32 STOCK OPTION AGREEMENT (Non Officer Options)Stock Option Agreement • May 30th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.2 STOCK OPTION AGREEMENT (2005 Plan Non-Qualified Officer Option)Stock Option Agreement • July 8th, 2005 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
1 EXHIBIT 10.2 CONSULTING ORDER OCTOBER 1, 1996 To: Hugh F. Stoddart NeuroPhysics Corporation Hugh A. Stoddart From: Somanetics Corporation Re: Request for Consulting Services Pursuant to the Consulting Agreement, dated February 28, 1983 Pursuant to...Consulting Agreement • October 11th, 1996 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.3 STOCK OPTION AGREEMENT (2005 Plan Non-Qualified Option - Non- Officer)Stock Option Agreement • July 8th, 2005 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
FORM OF WARRANT AGREEMENTWarrant Agreement • May 30th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.61Placement Agent Agreement • February 5th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
March 29, 2001Placement Agent Agreement • April 12th, 2001 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
andPrivate Equity Line Agreement • March 24th, 2000 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
AGREEMENT AND PLAN OF MERGER AMONG UNITED STATES SURGICAL CORPORATION COVIDIEN DE CORP. AND SOMANETICS CORPORATION Dated as of June 16, 2010Merger Agreement • June 25th, 2010 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 16, 2010 is among United States Surgical Corporation (“Parent”), a Delaware corporation, Covidien DE Corp. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and Somanetics Corporation (the “Company”), a Michigan corporation.
AGREEMENT AND PLAN OF MERGER AMONG UNITED STATES SURGICAL CORPORATION COVIDIEN DE CORP. AND SOMANETICS CORPORATION Dated as of June 16, 2010Merger Agreement • June 16th, 2010 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 16, 2010 is among United States Surgical Corporation (“Parent”), a Delaware corporation, Covidien DE Corp. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and Somanetics Corporation (the “Company”), a Michigan corporation.
1 EXHIBIT 10.1 SOMANETICS CORPORATION 1,750,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 1998 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 1.1 SOMANETICS CORPORATION 1,000,000 Common Shares PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 7th, 2001 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
1 EXHIBIT 10.33 STOCK OPTION AGREEMENTStock Option Agreement • February 5th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
1 EXHIBIT 1.1 SOMANETICS CORPORATION 2,000,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 1998 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.31 STOCK OPTION AGREEMENT (Non-Qualified Officer Option)Stock Option Agreement • February 22nd, 2005 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.1 [MITANI & CO., LLC LETTERHEAD] CONFIDENTIAL Somanetics Corporation 1653 East Maple Road Troy, MI 48083-4208 Re: Engagement Agreement Gentlemen: This letter agreement (the "Agreement") confirms the engagement of Mitani & Co., LLC...Engagement Agreement • April 14th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
