Exhibit 1.1 -- Form of 6.74% Senior Note due 2008 Exhibit 1.2 -- Form of Subsidiary Guarantee Exhibit 4.4(a) -- Form of Opinion of Special Counsel for the Company Exhibit 4.4(b) -- Form of Opinion of Special Counsel for the Purchasers Schedule A --...Note Purchase Agreement • August 26th, 1998 • Paxar Corp • Commercial printing • New York
AGREEMENT AND PLAN OF MERGER AMONG PAXAR CORPORATION RIBBON MANUFACTURING, INC. AND INTERNATIONAL IMAGING MATERIALS, INC.Merger Agreement • July 30th, 1997 • Paxar Corp • Commercial printing • New York
EXHIBIT A-2 - FORM OF COMPETITIVE BID PROMISSORY NOTE U.S. _______________ Dated: _______________, 200_ FOR VALUE RECEIVED, the undersigned, PAXAR CORPORATION, a New York corporation ("Paxar"), HEREBY PROMISES TO PAY to the order of...Promissory Note • March 21st, 2003 • Paxar Corp • Commercial printing
BETWEENStock Purchase Agreement • January 3rd, 1997 • Paxar Corp • Commercial printing • New York
AmongCredit Agreement • March 13th, 2006 • Paxar Corp • Commercial printing • New York
Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement is made and entered into effective September 14, 2006, by and between Paxar Americas, Inc. ("Paxar"), on the one hand, and Zebra Technologies Corporation, for and on behalf of itself and ZIH...Settlement Agreement • November 8th, 2006 • Paxar Corp • Commercial printing • Ohio
Pursuant ToRestricted Stock Agreement • September 24th, 1997 • Paxar Corp • Commercial printing
AmongCredit Agreement • March 31st, 1997 • Paxar Corp • Commercial printing • New York
EMPLOYMENT AGREEMENT between PAXAR CORPORATION and ARTHUR HERSHAFT October 1, 2004Employment Agreement • November 5th, 2004 • Paxar Corp • Commercial printing • New York
AGREEMENTEmployment Agreement • November 14th, 2001 • Paxar Corp • Commercial printing • New York
AmongCredit Agreement • August 26th, 1998 • Paxar Corp • Commercial printing • New York
EXECUTION VERSION Dated 18 May 2000 Sale and Purchase Agreement 1. Paxar Far East Limited, 8/F., Paxar Building, 210 Choi Hung Road, San Po Kong, Kowloon, Hong Kong, represented by Chu Che Lop, Paul according to the board resolution dated 12 May 2000...Sale and Purchase Agreement • June 2nd, 2000 • Paxar Corp • Commercial printing • Hong Kong
betweenRegistration Rights Agreement • March 18th, 1997 • Paxar Corp • Commercial printing • New York
EXHIBIT 10.5 EMPLOYMENT AGREEMENT Paxar Corporation, 105 Corporate Park Drive, White Plains, New York 10604 (the "Company"), and Paul J. Griswold, 11 Pembroke Drive, Lake Forest, Illinois, 60045 (the "Executive") hereby agree to enter into this...Employment Agreement • March 30th, 2000 • Paxar Corp • Commercial printing • New York
2 3 pursuant to the Tender Offer shall be paid by the Company on the Closing Date and such fee shall be paid irrespective of the termination of this Agreement prior to the dates set forth in Subsection 2(a).Dealer Manager Agreement • May 7th, 1997 • Paxar Corp • Commercial printing • New York
1 NOTENote • March 18th, 1997 • Paxar Corp • Commercial printing
Date] To each of the Lenders party to the Credit Agreement referred to below, and to Fleet National Bank, as Administrative Agent for such Lenders [Name of Additional Borrower] Ladies and Gentlemen: Reference is made to (a) the Second Amended and...Credit Agreement • March 21st, 2003 • Paxar Corp • Commercial printing
Reference is made to (a) the Second Amended and Restated Credit Agreement dated as of September __, 2002 (as amended or modified from time to time, the "Credit Agreement") among Paxar Corporation, a New York corporation ("Paxar"), the other Borrowers (as defined in the Credit Agreement) party thereto, the Lenders (as defined in the Credit Agreement) and Fleet National Bank, as agent for the Lenders (the "Administrative Agent"), and (b) the Credit Agreement Supplement dated _________, pursuant to which __________, a ___________ (the "Additional Borrower"), has become a "Borrower" under and for all purposes of the Credit Agreement. Terms defined in the Credit Agreement are used herein with the same meaning
1 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT Subject to the terms and conditions set forth in the Stock Purchase Agreement, the Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, 495 shares of common...Stock Purchase Agreement • March 18th, 1997 • Paxar Corp • Commercial printing
1 "B" WARRANTS WARRANT AGREEMENTWarrant Agreement • March 18th, 1997 • Paxar Corp • Commercial printing • New York
Exhibit 10.1 AMENDMENT NO.4 TO THE CREDIT AGREEMENT Dated as of September 23, 2005 AMENDMENT NO.4 TO THE CREDIT AGREEMENT among PAXAR CORPORATION, a New York corporation ("Paxar"), the other Borrowers party thereto, the Lender Parties party thereto,...Credit Agreement • November 21st, 2005 • Paxar Corp • Commercial printing • New York
BETWEENWarrant Agreement • March 18th, 1997 • Paxar Corp • Commercial printing • New York
21 4 (iii) INCENTIVE, SAVINGS, AND RETIREMENT PLANS. During the Employment Period, the Executive shall be entitled to participate in all incentive (including stock option or similar incentive plans), savings and retirement plans, practices, policies...Change of Control Employment Agreement • August 11th, 1999 • Paxar Corp • Commercial printing • New York
AGREEMENT AND PLAN OF MERGER dated as of March 22, 2007, among AVERY DENNISON CORPORATION, ALPHA ACQUISITION CORP. and PAXAR CORPORATIONMerger Agreement • March 23rd, 2007 • Paxar Corp • Commercial printing • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 22, 2007, among AVERY DENNISON CORPORATION, a Delaware corporation (“Parent”), ALPHA ACQUISITION CORP., a New York corporation and a wholly owned Subsidiary of Parent (“Sub”), and PAXAR CORPORATION, a New York corporation (the “Company”). Capitalized terms used in this Agreement are defined in the sections listed opposite such terms in Annex I.
PAXAR CORPORATION Stock Option Award Agreement under the Paxar 2000 Long-Term Performance and Incentive PlanStock Option Award Agreement • February 28th, 2007 • Paxar Corp • Commercial printing • New York
2 3 IN WITNESS WHEREOF, Paxar, Monarch Holdings, Loemker and Paxton have caused this Merger Agreement to be executed and delivered as of the date first above written.Merger Agreement • March 18th, 1997 • Paxar Corp • Commercial printing • New York
PAXAR CORPORATION Performance Share Agreement for 2006 Under the Paxar 2000 Long-Term Performance and Incentive PlanPerformance Share Agreement • May 16th, 2006 • Paxar Corp • Commercial printing • New York
EXHIBIT C - FORM OF ASSIGNMENT AND ACCEPTANCE Reference is made to the Second Amended and Restated Credit Agreement dated as of September __, 2002 (as amended or modified from time to time, the "Credit Agreement") among Paxar Corporation, a New York...Assignment and Acceptance • March 21st, 2003 • Paxar Corp • Commercial printing
AMENDMENT TO EMPLOYMENT AGREEMENT WITH VICTOR HERSHAFTEmployment Agreement • March 31st, 1999 • Paxar Corp • Commercial printing
AGREEMENTEmployment Agreement • November 14th, 2001 • Paxar Corp • Commercial printing • New York
1 STOCK PURCHASE AND RECAPITALIZATION AGREEMENT dated as of February 8, 2000Stock Purchase and Recapitalization Agreement • March 24th, 2000 • Paxar Corp • Commercial printing • New York
AmongCredit Agreement • March 21st, 2003 • Paxar Corp • Commercial printing • New York
Exhibit 10.14 TERMINATION OF AGREEMENT The Stock Repurchase Agreement, dated as of July 11, 2001, by and between Paxar Corporation and Arthur Hershaft is hereby terminated in its entirety as of this 17th day of November, 2003. Paxar Corporation Paxar...Termination of Agreement • March 15th, 2004 • Paxar Corp • Commercial printing
The Stock Repurchase Agreement, dated as of July 11, 2001, by and between Paxar Corporation and Arthur Hershaft is hereby terminated in its entirety as of this 17th day of November, 2003.
Exhibit 10.1 CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between PAXAR CORPORATION, a New York corporation (the "Company"), and ROBERT P. van der MERWE (the "Executive"), dated as of the 26th day of April, 2005. The Board of Directors of...Change of Control Employment Agreement • May 2nd, 2005 • Paxar Corp • Commercial printing • New York
EXHIBIT D - FORM OF DESIGNATION AGREEMENT Dated _______________, 200_ Reference is made to the Second Amended and Restated Credit Agreement dated as of September __, 2002 (as amended or modified from time to time, the "Credit Agreement") among Paxar...Designation Agreement • March 21st, 2003 • Paxar Corp • Commercial printing • New York
ContractChange of Control Agreement • March 27th, 2007 • Paxar Corp • Commercial printing
AMENDMENT NO 1 to the CHANGE OF CONTROL AGREEMENT, dated as of April 25, 2005 (the “Agreement”) by and between PAXAR CORPORATION (the “Company”) and ROBERT P. VAN DER MERWE (the “Executive”).
