CONFIDENTIAL ------------ AGREEMENT AND PLAN OF MERGERMerger Agreement • June 10th, 1999 • Stimsonite Corp • Optical instruments & lenses • Illinois
STIMSONITE CORPORATIONNon Qualified Stock Option Agreement • April 9th, 1998 • Stimsonite Corp • Optical instruments & lenses • Delaware
RECITALSConsulting Agreement • March 28th, 1997 • Stimsonite Corp • Optical instruments & lenses • Illinois
EXHIBIT 10.2 NONQUALIFIED STOCK OPTION AGREEMENT ----------------------------------- NONQUALIFIED STOCK OPTION AGREEMENT, dated as of March 22, 1997 (this "Agreement"), between Robert E. Stutz (the "Optionee") and Stimsonite Corporation, a Delaware...Nonqualified Stock Option Agreement • May 14th, 1997 • Stimsonite Corp • Optical instruments & lenses
EXHIBIT 10.4 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made this 18th day of July, 1997, by and between STIMSONITE CORPORATION, a Delaware corporation ("Seller"), and KENNETH SPUNGEN, an individual ("Purchaser"). W I T N E S S E...Purchase Agreement • August 13th, 1997 • Stimsonite Corp • Optical instruments & lenses • Illinois
INDEXLease Agreement • November 12th, 1997 • Stimsonite Corp • Optical instruments & lenses • Illinois
Lease Agreement STATE OF GEORGIA COUNTY OF FULTON This Lease Agreement, made and entered into by and between MARIETTA BLVD. WAREHOUSE hereinafter referred to as "Landlord," and STIMSONITE CORPORATION (A DELAWARE CORPORATION) hereinafter referred to as...Lease Agreement • May 15th, 1998 • Stimsonite Corp • Optical instruments & lenses
AMENDMENT to EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 1999 • Stimsonite Corp • Optical instruments & lenses
EXHIBIT 10.5 AMENDMENT TO LOAN AGREEMENT THIS AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into as of the 24th day of March, 1997, and effective as of December 31, 1996, by and between LaSalle National Bank, a national banking association...Loan Agreement • August 13th, 1997 • Stimsonite Corp • Optical instruments & lenses
Exhibit 10.20 LEASE EXTENSION AGREEMENT This Lease Extension Agreement ("Agreement") is entered into this 13th day of December 1996, by and between American National Bank & Trust Company of Chicago as Trustee under Trust No. 67006 ("Landlord") and...Lease Extension Agreement • March 28th, 1997 • Stimsonite Corp • Optical instruments & lenses • Illinois
April 8, 1998Nonqualified Stock Option Agreement • April 9th, 1998 • Stimsonite Corp • Optical instruments & lenses
We have acted as counsel for Stimsonite Corporation, a Delaware corporation (the "Company"), in connection with the Nonqualified Stock Option Agreement dated as of March 22, 1997 between Robert E. Stutz and the Company (the "Agreement"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereupon we are of the opinion that the shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), that may be issued and sold pursuant to the Agreement are duly authorized and, when issued and sold in accordance with the Agreement, will be validly issued, fully paid and nonassessable so long as the consideration received by the Company is at least equal to the stated par value of such shares of Common Stock.
EXHIBIT 10.6 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Second Amendment") is entered into as of the 18 day of July 1997, by and between LaSalle National Bank, a national banking association ("LaSalle"), Harris...Loan Agreement • August 13th, 1997 • Stimsonite Corp • Optical instruments & lenses
Exhibit 10.1 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this 22nd day of March, 1997, between Stimsonite Corporation, a Delaware corporation (the "Company"), and Robert E....Employment Agreement • May 14th, 1997 • Stimsonite Corp • Optical instruments & lenses • Illinois
TENDER AND STOCKHOLDER SUPPORT AGREEMENT, dated as of June 3, 1999 (the "Agreement"), by and among Avery Dennison Corporation, a Delaware --------- corporation ("Purchaser"), Vision Acquisition Corporation, a Delaware --------- corporation and a...Tender and Stockholder Support Agreement • June 10th, 1999 • Stimsonite Corp • Optical instruments & lenses • Delaware
FORM OF -------Change in Control Agreement • June 10th, 1999 • Stimsonite Corp • Optical instruments & lenses • Illinois
WITNESSETH: ----------Special Incentive Bonus Agreement • June 10th, 1999 • Stimsonite Corp • Optical instruments & lenses
RECITALS:Stockholder Indemnification Agreement • June 10th, 1999 • Stimsonite Corp • Optical instruments & lenses • Delaware
April 8, 1998 Stimsonite Corporation 7542 North Natchez Avenue Niles, Illinois 60714 Re: Nonqualified Stock Option Agreement dated as of February 12, 1998 between Donald H. Haider and Stimsonite Corporation...Nonqualified Stock Option Agreement • April 9th, 1998 • Stimsonite Corp • Optical instruments & lenses
We have acted as counsel for Stimsonite Corporation, a Delaware corporation (the "Company"), in connection with the Nonqualified Stock Option Agreement dated as of February 12, 1998 between Donald H. Haider and the Company (the "Agreement"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereupon we are of the opinion that the shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), that may be issued and sold pursuant to the Agreement are duly authorized and, when issued and sold in accordance with the Agreement, will be validly issued, fully paid and nonassessable so long as the consideration received by the Company is at least equal to the stated par value of such shares of Common Stock.
