HOME DIAGNOSTICS, INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 12th, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • New York
Home Diagnostics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. (“JPMorgan”) and Piper Jaffray & Co. (“Piper”) are acting as representatives (each a “Representative” and together, the “Representatives”), an aggregate of [ ] shares of Common Stock, par value $0.01 per share, of the Company, and the stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of [ ] shares of Common Stock of the Company and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Underwritten Shares” and the aggregate of [ ] additional shares to be sold by the Selling Stockholders is herein called the “Option Shares.” The Underwritten Shares and the
STOCKHOLDER AGREEMENTStockholder Agreement • February 4th, 2010 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Delaware
STOCKHOLDER AGREEMENT dated as of February 2, 2010, between and among Nipro Corporation, a corporation organized under the laws of Japan (“Nipro”), Nippon Product Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Nipro (the “Acquisition Corporation”), and Richard A. Upton (the “Stockholder”), in his, her or its capacity as a stockholder of Home Diagnostics, Inc., a Delaware corporation (“HDI”).
SIXTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 4th, 2009 • Home Diagnostics Inc • Surgical & medical instruments & apparatus
This Agreement applies to the loan (the “Loan”) evidenced by that certain Sixth Amended and Restated Revolving Promissory Note dated of even date herewith (as the same my be amended, modified, restated or replaced from time to time, the “Note”) and all Loan Documents. The terms “Loan Documents” and “Obligations,” as used in this Agreement, are defined in the Note.
September 25, 2007 George Godfrey Dear George:Income Protection Agreement • March 12th, 2009 • Home Diagnostics Inc • Surgical & medical instruments & apparatus
As part of your employment package as Vice President, Operations, we are pleased to offer to you an Income Protection arrangement. This letter supersedes any and other agreements written or otherwise with regard to income protection and/or severance arrangements between you and the Company:
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • February 11th, 2010 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Florida
In connection with a possible joint business relationship, commercial arrangement or other strategic transaction (the “Transaction(s)”) between Home Diagnostics, Inc. (the “Company”) and NIPRO Medical Corporation (the “Counter Party” and together with the Company, individually a “Party”, and collectively, the “Parties”), each Party may disclose and/or deliver to the other Party certain information about its business, assets, financial results, operation and prospects (such Party when disclosing such information being the “Disclosing Party” and such Party when receiving such information being the “Receiving Party”). All such information furnished by the Disclosing Party or any of its Representatives (as defined below), whether furnished before or after the date hereof, whether oral or written, and regardless of the manner in which it is furnished, is referred to in this Agreement as “Confidential Information.”
INDEMNITY AGREEMENTIndemnification Agreement • May 1st, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT is made and entered into as of ___, 2006 by and between Home Diagnostics, Inc., a Delaware corporation (the “Corporation”), and [Name of SOX Officer] (“Agent”).
September 13, 2007 Jon Schneider 6647 Capistrano Beach Trail Delray Beach, Florida 33446 Dear Jon:Separation Agreement • November 13th, 2007 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Florida
This Separation Agreement (“Agreement”) dated September 13, 2007 supersedes any prior agreements executed by and between Home Diagnostics, Inc. (“HDI”) and Jon Schneider, except for paragraphs 1 through 6 of the Employee Confidentiality and Non —Disclosure Agreement executed on August 16, 1996 (copy attached). This Agreement confirms that your employment with HDI, and its affiliated entities (collectively, the “Company”) will cease effective September 14, 2007. The Company hereby offers to you the following severance package. In consideration of this offer, you agree to the following terms:
George Holley, Chairman Home Diagnostics, Inc. 2400 NW 55th Court Fort Lauderdale, Fl 33309 RE: Employment Agreement dated November 6, 2008, by and between J. Richard Damron, Jr. and Home Diagnostics, Inc. (the “Company”) Dear George:Employment Agreement • February 25th, 2009 • Home Diagnostics Inc • Surgical & medical instruments & apparatus
As requested in your letter, dated February 18, 2009, I hereby resign my positions as President, Chief Executive Officer and Director of the Company effective February 23, 2009, in order to effectuate the transition of such positions to Joseph Capper.
HOME DIAGNOSTICS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 1st, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus
AGREEMENT made this th day of between HOME DIAGNOSTICS, INC. (the “Company”), a Delaware corporation, and an officer, director or key employee (the “Employee”) of the company.
PURCHASE AND SUPPY AGREEMENT BETWEEN HOME DIAGNOSTICS, INC. AND CONDUCTIVE TECHNOLOGIES DATED February 8, 2006Purchase and Supply Agreement • May 1st, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Florida
THIS AGREEMENT is made and entered into in Fort Lauderdale, Broward County, Florida, this 8th of October, 2006 by and between HOME DIAGNOSTICS, INC., a Delaware corporation with its principal place of business at 2400 Northwest 55th Court, Fort Lauderdale, FL 33309, United States of America (“HDI”) and CONDUCTIVE TECHNOLOGIES with its principal place of business at 935 Borom Road, York, PA 17404 (“CT”) (hereinafter a “party” or the “parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Florida
This Employment Agreement (the “Agreement”), dated as of January 1, 2006, is made between Home Diagnostics, Inc., a Delaware corporation with offices (the “Offices”) at 2400 NW 55th Court, Fort Lauderdale, Florida (the “Company”), and J. Richard Damron, Jr., an individual residing at 2120 NW 25th Street, Boca Raton, Florida 33431 (the “Executive”).
Third Amended and Restated Revolving Credit and Security AgreementRevolving Credit and Security Agreement • May 1st, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT (the “Agreement”), dated as of March 7, 2006, between HOME DIAGNOSTICS, INC., a Delaware corporation, whose address is 2400 NW 55th Court, Fort Lauderdale, Florida 33301 (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, whose address is 225 Water Street, Jacksonville, Florida 32202 (“Bank”);
OFFICE /DISTRIBUTION BUILDING LEASEOffice/Distribution Building Lease • May 1st, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus
Home Diagnostics, Inc. Letterhead] February 2, 2010Employment Agreement • February 4th, 2010 • Home Diagnostics Inc • Surgical & medical instruments & apparatus
We are parties to an Employment Agreement dated as of February 23, 2009 (the “Employment Agreement”) relating to your employment as the President and Chief Executive Officer of Home Diagnostics, Inc. (the “Company”). All capitalized terms used without definition in this letter agreement will have the respective meanings provided in the Employment Agreement.
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 4th, 2010 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER dated as of February 2, 2010, between and among Nipro Corporation, a corporation organized under the laws of Japan (“Nipro”), Nippon Product Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Nipro (the “Acquisition Corporation”), and Home Diagnostics, Inc., a Delaware corporation (“HDI”).
Alternate Form of NSO Agreement under 2006 Equity Incentive Plan For Grants with Extended Exercise Period Following RetirementNon-Qualified Stock Option Agreement • July 11th, 2008 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Delaware
Home Diagnostics, Inc., a Delaware corporation (the “Company”), is pleased to advise you that, pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”), the Company has granted to you (the “Optionee”) an option (the “Option”) to acquire shares of the Company’s common stock, par value $.01 per share (“Common Stock”), as set forth below, subject to the terms and conditions of the Plan and the terms and conditions set forth herein.
January 22, 2007Income Continuation Protection Agreement • January 23rd, 2007 • Home Diagnostics Inc • Surgical & medical instruments & apparatus
This purpose of this letter is to memorialize our agreement relating to your Income Continuation Protection as stated in your employment offer letter dated December 6, 2006:
PURCHASE AND SUPPY AGREEMENT BETWEEN HOME DIAGNOSTICS, INC. AND CONDUCTIVE TECHNOLOGIES DATED February 8, 2006Purchase and Supply Agreement • June 19th, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Florida
THIS AGREEMENT is made and entered into in Fort Lauderdale, Broward County, Florida, this 8th of October, 2006 by and between HOME DIAGNOSTICS, INC., a Delaware corporation with its principal place of business at 2400 Northwest 55th Court, Fort Lauderdale, FL 33309, United States of America (“HDI”) and CONDUCTIVE TECHNOLOGIES with its principal place of business at 935 Borom Road, York, PA 17404 (“CT”) (hereinafter a “party” or the “parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2008 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Florida
This Employment Agreement (the “Agreement”), dated as of November 6, 2008, is made between Home Diagnostics, Inc., a Delaware corporation with offices (the “Offices”) at 2400 NW 55th Court, Fort Lauderdale, Florida (the “Company”), and J. Richard Damron, Jr., an individual residing at 2120 NW 25th Street, Boca Raton, Florida 33431 (“Executive”), currently the President and Chief Executive Officer (CEO) of the Company.
HOME DIAGNOSTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 1st, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Delaware
Unless otherwise defined herein, the terms defined in the 2002 Stock Option Plan (the “Plan”) shall have the same defined meanings in this Option Agreement.
HOME DIAGNOSTICS, INC. Stock Appreciation Rights Award Agreement under 2006 Equity Incentive PlanStock Appreciation Rights Award Agreement • May 8th, 2009 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Delaware
Home Diagnostics, Inc., a Delaware corporation (the “Company”), is pleased to advise you that, pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”), the Company has granted to you (“Rightsholder”) in consideration of services to be rendered to the Company, the right and option to receive an amount equal to the appreciation in market value of up to shares of the Company’s common stock, par value $.01 per share (“Common Stock”), as set forth below, subject to the terms and conditions of the Plan and the terms and conditions set forth herein.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • February 11th, 2010 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Florida
In connection with a possible joint business relationship, commercial arrangement or other consensual transaction approved by the respective Boards of NIPRO and the Company (the “Transaction(s)”) among Home Diagnostics, Inc. (the “Company”) and NIPRO Medical Corporation and NIPRO Corporation (collectively, “NIPRO,” and collectively, “Counter Party” and together with the Company, individually a “Party”, and collectively, the “Parties”), each Party may disclose and/or deliver to the other Party certain information about its business, assets, financial results, operation and prospects (such Party when disclosing such information being the “Disclosing Party” and such Party when receiving such information being the “Receiving Party”). All such information furnished by the Disclosing Party or any of its Representatives (as defined below), whether furnished before or after the date hereof, whether oral or written, and regardless of the manner in which it is furnished, is referred to in this A
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2009 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Florida
This Employment Agreement (the “Agreement”), dated as of February 23, 2009 (the “Effective Date”), is made between Home Diagnostics, Inc., a Delaware corporation with offices (the “Offices”) at 2400 NW 55th Court, Fort Lauderdale, Florida (the “Company”), and Joseph H. Capper, an individual residing at 5139 Jasmine Way, Palm Harbor, Florida 34685 (the “Executive”).
December 20, 2006 Ronald Rubin 7501 North Cypresshead Drive Parkland, Florida 33067Income Continuation Protection Agreement • December 22nd, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus
This purpose of this letter is to memorialize our agreement relating to your Income Continuation Protection as stated in your employment offer letter dated October 21, 2005:
Fourth Amendment to LeaseLease • March 23rd, 2007 • Home Diagnostics Inc • Surgical & medical instruments & apparatus
This Fourth Amendment to Lease dated March 13, 2007, between Boywic Farms, Ltd., a Florida limited partnership, as successor—in-interest to Corporate Center Developers, a Florida general partnership (“Landlord”) and Home Diagnostics, Inc., a Florida corporation (“Tenant”) with an original effective date of May 2, 1997, as amended December 1, 2000, August 12, 2005 and June 30, 2006 (collectively, “Lease”) for the premises located at 2400 N.W. 55th Court, Fort Lauderdale, Florida (2400) and 2500 N.W. 55th Court, Fort Lauderdale, Florida (2500) (collectively “Premises” or “Demised Premises”), states as follows:
ECI PROJECT DEVELOPMENT AGREEMENTProject Development Agreement • August 21st, 2006 • Home Diagnostics Inc • Surgical & medical instruments & apparatus • Delaware
This ECI Project Development Agreement (the “Agreement”) is entered into as of January 1, 2002, by and between Home Diagnostics, Inc., a Delaware corporation (the “Company”), and George Holley (“Consultant”).
