ARTICLE I THE OFFERMerger Agreement • November 30th, 1998 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AMONGWarrant Agreement • December 14th, 2001 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 EXHIBIT 1.1 3,500,000 Shares of Common Stock MAXXIM MEDICAL, INC. UNDERWRITING AGREEMENT March 9, 1998 BEAR, STEARNS & CO. INC. EVEREN SECURITIES, INC. JEFFERIES & COMPANY, INC. NATIONSBANC MONTGOMERY SECURITIES LLC as Representatives of the several...Underwriting Agreement • March 10th, 1998 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
ABR SPREAD EURODOLLAR SPREAD COMMITMENT FEE RATE ---------- ----------------- ------------------- 3.75% 4.75% 1.250%Credit Agreement • December 14th, 2001 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 Exhibit 10.8 EMPLOYMENT AGREEMENT AGREEMENT by and between Maxxim Medical, Inc., a Texas corporation (the "Company"), and Akbar Naderi (the "Executive"), dated as of the 16th day of June, 2000. WHEREAS, the Company has determined to secure the...Employment Agreement • February 14th, 2001 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1 to the Rights Agreement, dated as of June 13, 1999, by and between Maxxim Medical, Inc., a Texas corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois banking...Rights Agreement • June 16th, 1999 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
ANNUAL CASH COMPENSATION: Base salary of $700,000, plus bonus earned as follows: (i) $400,000 for the Company's annual business plan proposed by CEO and as approved by the Board (the "Plan"), plus (ii) $150,000 for making material progress in respect...Executive Employment Agreement • September 17th, 2001 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Dated as of June 13, 1999,Merger Agreement • June 16th, 1999 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Texas
Exhibit 1.1 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated the 8th day of May 1998, by and between MAXXIM MEDICAL, INC., a Delaware corporation ("Seller"), and AN-CON GENETICS INC., a Delaware corporation ("Buyer").Asset Purchase Agreement • September 21st, 1998 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida
AMONGCredit Agreement • January 5th, 1999 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------Employment Agreement • March 17th, 1999 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
OFOffer to Purchase • November 30th, 1998 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
1 Exhibit 10.9 EMPLOYMENT AGREEMENT AGREEMENT by and between Maxxim Medical, Inc., a Texas corporation (the "Company"), and Mark S. Sellers (the "Executive"), dated as of the 13th day of July, 2000. WHEREAS, the Company has determined to secure the...Employment Agreement • February 14th, 2001 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 1 RIGHTS AGREEMENT This Agreement, dated as of July 10, 1997, between Maxxim Medical, Inc., a Texas corporation (the "COMPANY"), and Harris Trust and Savings Bank, an Illinois banking corporation (the "Rights Agent"). WHEREAS, on July 10, 1997...Rights Agreement • July 11th, 1997 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Texas
The Merrill Lynch Special Nonqualified Deferred Compensation Plan Adoption AgreementAdoption Agreement • March 17th, 1999 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
MAXXIM MEDICAL LOGO] TERMS OF RETENTION AGREEMENT/ADDENDUM TO SUMMARY TERMS OF EMPLOYMENT AS OF 9-20-2000Retention Agreement • April 2nd, 2002 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, made effective as of the 1st day of November, 1997, between Maxxim Medical, Inc., a Texas corporation (the "Company"), and Kenneth W. Davidson (the "Executive"). W I T N E S S E T H The...Employment Agreement • March 18th, 1998 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida
RECITALS:Termination Agreement • June 13th, 1997 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Texas
February 20, 1998 Maxxim Medical, Inc. 103000 49th Street North Clearwater, FL 34622 Gentlemen: This letter will serve as our agreement relating to certain issues concerning the conversion by Maxxim Medical, Inc. a Delaware corporation ("Maxxim"), of...Convertible Note Agreement • May 12th, 1998 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
ARTICLE I STOCK PURCHASEStock Purchase Agreement • December 14th, 2001 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 Exhibit 10.2 AGREEMENT, NOTICE, AMENDMENT and WAIVER dated as of October 27, 2000 (this "Amendment"), in respect of and to the Credit Agreement dated as of November 12, 1999 (the "Credit Agreement"), among MAXXIM MEDICAL, INC. ("Holdings"), MAXXIM...Credit Agreement • February 14th, 2001 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
WITNESSETH:Convertible Subordinated Promissory Note • May 12th, 1998 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Texas
ARTICLE 2 REGISTRATION RIGHTSRegistration Rights Agreement • September 21st, 1998 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida
RECITALS:Executive Continuity Agreement • March 17th, 1999 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida
The Merrill Lvnch Non-Qualified Deferred Compensation Plan Trust Agreement TRUST UNDER: MAXXIM MEDICAL, INC. DEFERRED COMPENSATION PLAN This Agreement made this Ist day of July, 1998 by and between Maxxim Medical, Inc. (Company) and Merrill Lynch...Trust Agreement • February 1st, 1999 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
OFOffer to Purchase • November 30th, 1998 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
1 Exhibit (c)(6) AMENDED AND RESTATED INVESTOR PARTICIPATION AGREEMENT THIS INVESTOR PARTICIPATION AGREEMENT (this "Agreement"), dated June 13, 1999, as amended and restated on September 30, 1999, is made by and among Fox Paine Medic Acquisition...Investor Participation Agreement • October 5th, 1999 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
MAXXIM MEDICAL, INC. 10 1/2% SENIOR SUBORDINATED NOTES DUE 2006 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 1996 • Maxxim Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
