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
EXHIBIT 1.3 WARRANT AGREEMENT BY AND BETWEEN SOMANETICS CORPORATIONWarrant Agreement • December 7th, 2001 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
FORM OF WARRANT AGREEMENTWarrant Agreement • May 30th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
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
EXHIBIT 10.2 STOCK OPTION AGREEMENT (2005 Plan Non-Qualified Officer Option)Stock Option Agreement • July 8th, 2005 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • March 24th, 2000 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
1 EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT ---------------------------Loan and Security Agreement • April 12th, 2001 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
March 29, 2001Letter Agreement • April 12th, 2001 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.3 STOCK OPTION AGREEMENT (2005 Plan Non-Qualified Option - Non- Officer)Stock Option Agreement • July 8th, 2005 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
R E C I T A L SLicense Agreement • October 1st, 2002 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
RECITALSEmployment Agreement • April 12th, 2001 • 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
RECITALSEmployment Agreement • February 4th, 2003 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.60Purchase Agreement • February 5th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
RECITALSEmployment Agreement • October 1st, 2002 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
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...Somanetics Corp • October 11th, 1996 • 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
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...Somanetics Corp • May 30th, 1997 • Electromedical & electrotherapeutic apparatus • New York
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...Somanetics Corp • July 8th, 2004 • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.31 STOCK OPTION AGREEMENT (Non-Qualified Officer Option)Stock Option Agreement • February 22nd, 2005 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.3 STOCK OPTION AGREEMENTStock Option Agreement • October 1st, 2002 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
RECITALSSolicitation Agreement • February 15th, 2002 • 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, 2010Agreement and Plan of Merger • 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.
andPrivate Equity Line Agreement • March 24th, 2000 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
RECITALSRegistration Rights Agreement • April 23rd, 2001 • 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, 2010Agreement and Plan of Merger • 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 [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...Somanetics Corp • October 11th, 1996 • Electromedical & electrotherapeutic apparatus
1 EXHIBIT 10.31 STOCK OPTION AGREEMENTStock Option Agreement • February 5th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus
RECITALSSolicitation Agreement • June 14th, 2005 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Michigan
EXHIBIT 1.1 SOMANETICS CORPORATION 1,000,000 Common Shares PLACEMENT AGENCY AGREEMENTSomanetics Corp • December 7th, 2001 • Electromedical & electrotherapeutic apparatus • New York
1 EXHIBIT 1.1 SOMANETICS CORPORATION 2,000,000 Common Shares UNDERWRITING AGREEMENTSomanetics Corp • March 12th, 1998 • Electromedical & electrotherapeutic apparatus • New York
1 EXHIBIT 10.33 STOCK OPTION AGREEMENTStock Option Agreement • February 5th, 1997 • 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...Letter Agreement • April 14th, 1997 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • New York
