Zoll Medical Corp Sample Contracts

EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of October 15, 1999 by and between Zoll Medical Corporation, a Massachusetts corporation (the "Company") and each of the parties...
Registration Rights Agreement • October 29th, 1999 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • Colorado
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1 Exhibit 1.1 ZOLL Medical Corporation 1,400,000 Shares of Common Stock par value of $0.02 per share Underwriting Agreement
Underwriting Agreement • February 22nd, 2000 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • New York
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EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 29th, 1999 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • Colorado
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July 19, 1996
Employment Agreement • December 27th, 1996 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • Massachusetts
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ZOLL MEDICAL CORPORATION AND COMPUTERSHARE TRUST COMPANY, N.A. AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF APRIL 23, 2008
Shareholder Rights Agreement • April 24th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts

Agreement, dated as of April 23, 2008, between ZOLL Medical Corporation, a Massachusetts corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

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AGREEMENT AND PLAN OF MERGER between ZOLL MEDICAL CORPORATION, ASAHI KASEI CORPORATION, ASAHI KASEI HOLDINGS US, INC. and ASCLEPIUS SUBSIDIARY CORPORATION March 12, 2012
Merger Agreement • March 12th, 2012 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated March 12, 2012, is entered into between ZOLL Medical Corporation, a Massachusetts corporation (the “Company”), Asahi Kasei Corporation, a Japanese corporation (“Parent”), Asahi Kasei Holdings US, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“HoldCo”), and Asclepius Subsidiary Corporation, a Massachusetts corporation and a wholly-owned subsidiary of HoldCo (“Merger Sub”).

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EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts

AGREEMENT made as of this 11th day of November, 2008 by and between ZOLL Medical Corporation, a Massachusetts corporation with its principal place of business in Chelmsford, Massachusetts (the “Company”), and Jonathan Rennert of Concord, Massachusetts (the “Executive”).

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Shareholder Rights Agreement • June 11th, 1998 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • Massachusetts
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NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED
Non-Qualified Stock Option Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

Pursuant to the ZOLL Medical Corporation Amended and Restated 2001 Stock Incentive Plan as amended through the date hereof (the “Plan”), ZOLL Medical Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE ZOLL MEDICAL CORPORATION NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN
Non-Qualified Stock Option Agreement • November 15th, 2004 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus

Pursuant to the Zoll Medical Corporation Non-Employee Directors’ Stock Option Plan (the “Plan”) as amended through the date hereof, Zoll Medical Corporation (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.02 per share (the “Stock” and the “Option Shares”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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EXHIBIT 10.2 LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT
Limited Liability Company Interest Purchase Agreement • October 29th, 1999 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • Colorado
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AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

This AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT, dated November 25, 2008, is by and between ZOLL MEDICAL CORPORATION, a Massachusetts corporation (the “Company”), and Ward Hamilton (the “Executive”).

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NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED 2006 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Non-Qualified Stock Option Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

Pursuant to the ZOLL Medical Corporation Amended and Restated 2006 Non-Employee Director Stock Option Plan as amended through the date hereof (the “Plan”), ZOLL Medical Corporation (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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RESTRICTED STOCK AWARD AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED
Restricted Stock Award Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

Pursuant to the ZOLL Medical Corporation Amended and Restated 2001 Stock Incentive Plan (the “Plan”) as amended through the date hereof, ZOLL Medical Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

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1 Exhibit 10.13 EXECUTIVE SEVERANCE AGREEMENT AGREEMENT made as of this day of January 26, 2000 by and between Zoll Medical Corporation, a Massachusetts corporation with its principal place of business in Burlington, Massachusetts (the Company"), and...
Executive Severance Agreement • December 29th, 2000 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • Massachusetts
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RESTRICTED STOCK AWARD AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED
Restricted Stock Award Agreement • February 2nd, 2012 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts

Pursuant to the ZOLL Medical Corporation Amended and Restated 2006 Non-Employee Director Stock Option Plan (the “Plan”), as amended through the date hereof, ZOLL Medical Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

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MASTER AGREEMENT by and among ZOLL MEDICAL CORPORATION REV ACQUISITION CORPORATION and REVIVANT CORPORATION August 13, 2003
Master Agreement • October 8th, 2004 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • Delaware

AGREEMENT entered into as of August 13, 2003 by and among Zoll Medical Corporation, a Massachusetts corporation (the “Investor”), Rev Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Investor (“MergerSub”) and Revivant Corporation, a Delaware corporation (the “Company”).

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FORM OF ADDITIONAL ADVANCE NOTE
Additional Advance Note • September 20th, 2005 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Pennsylvania

This Note is one of the “Additional Advance Notes” referred to in, and evidences certain indebtedness incurred under, the Credit Agreement to which reference is made for a statement of the terms and provisions thereof, including those under which such indebtedness may be declared to be immediately due and payable. This Note is secured by and entitled to the benefits of, inter alia, the Credit Agreement, the Security Agreement, dated as of the date hereof, between the Borrower and the Lender and the Trademark, Patent and Copyright Security Agreement, dated as of the date hereof, between the Borrower and the Lender.

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AMENDMENT TO MASTER AGREEMENT AND ASSET PURCHASE AGREEMENT
Master Agreement and Asset Purchase Agreement • September 20th, 2005 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

This AMENDMENT, dated as of September 14, 2005, to the Master Agreement and Asset Purchase Agreement (this “Amendment”) is made as of the date hereof by and among LIFECOR, INC., a Pennsylvania corporation (“Lifecor”), ZOLL MEDICAL CORPORATION, a Massachusetts corporation (the “ZOLL”) and LC Acquisition Corporation (“LC”).

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1 Exhibit 10.12 SENIOR EXECUTIVE SEVERANCE AGREEMENT AGREEMENT made as of this 21 day of January, 2000 by and between Zoll Medical Corporation, a Massachusetts corporation with its principal place of business in Burlington, Massachusetts (the...
Senior Executive Severance Agreement • December 29th, 2000 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • Massachusetts
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FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN
Non-Qualified Stock Option Agreement • November 9th, 2004 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus

Pursuant to the ZOLL Medical Corporation Amended and Restated 2001 Stock Incentive Plan (the “Plan”), ZOLL Medical Corporation, a Massachusetts corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.02 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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AMENDMENT TO SENIOR EXECUTIVE SEVERANCE AGREEMENT
Senior Executive Severance Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

This AMENDMENT TO SENIOR EXECUTIVE SEVERANCE AGREEMENT, dated November 17, 2008, is by and between ZOLL MEDICAL CORPORATION, a Massachusetts corporation (the “Company”), and Richard A. Packer (the “Executive”).

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AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

This AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT, dated November 11, 2008, is by and between ZOLL MEDICAL CORPORATION, a Massachusetts corporation (the “Company”), and A. Ernest Whiton (the “Executive”).

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AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • April 24th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts

This Amendment No. 2 (the “Amendment”) to the Rights Agreement (as defined below) is entered into as of April 24, 2008, by and between ZOLL Medical Corporation, a Massachusetts corporation (the “Company”), and Computershare Trust Company, N.A. (as successor rights agent to State Street Bank and Trust Company), as Rights Agent (“Computershare”).

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AGREEMENT AND PLAN OF MERGER by and among ZOLL MEDICAL CORPORATION, (the “Parent”) REV ACQUISITION CORPORATION, (“MergerSub”) REVIVANT CORPORATION, (the “Company”) and With respect to Sections 4, 13 and 14 only The Parties Listed on Schedule A hereto...
Merger Agreement • October 8th, 2004 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • Delaware

AGREEMENT AND PLAN OF MERGER entered into as of August 13, 2003 by and among ZOLL Medical Corporation, a Massachusetts corporation (the “Parent”), Rev Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Parent (“MergerSub” and together with the Parent, “ZOLL”), Revivant Corporation, a Delaware corporation (the “Company”), and with respect to Sections 4, 13 and 14 only, the persons whose names are set forth on Schedule A attached hereto (collectively the “Stockholders’ Representative”).

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AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • March 12th, 2012 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts

This Amendment to Shareholder Rights Agreement (the “Amendment”) is effective as of March 12, 2012, by and between ZOLL Medical Corporation, a Massachusetts corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

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LICENSE AND SUPPLY AGREEMENT
License and Supply Agreement • May 12th, 2006 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts

This License and Supply Agreement (this “Agreement”) is made as of the 29th day of March 2004 (the “Effective Date”) between ZOLL Medical Corporation, a Massachusetts corporation ( “ZOLL”), having a principal place of business at 269 Mill Road, Chelmsford, MA 01824 and Lifecor, Inc., a Pennsylvania corporation (“Lifecor”) having a principal place of business at 121 Freeport Road, Pittsburgh, PA 15238.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 8th, 2008 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

This AMENDMENT TO EMPLOYMENT AGREEMENT, dated November 17, 2008, is by and between ZOLL MEDICAL CORPORATION, a Massachusetts corporation (the “Company”), and Richard A. Packer (the “Executive”).

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AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • December 20th, 2004 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus • Massachusetts

Reference is hereby made to that certain Executive Severance Agreement (the “Agreement”) dated January 26, 2000, by and between ZOLL Medical Corporation, a Massachusetts corporation with its principal place of business in Burlington, Massachusetts (the “Company”) and A. Ernest Whiton of Middleton, Massachusetts (the “Executive”), which Agreement the Company and Executive now hereby desire to amend and restate in its entirety as of this 1st day of April, 2002 (the “Amended and Restated Agreement”). Following the execution of this Amended and Restated Agreement, such original Agreement shall be of no further force or effect.

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ASSET PURCHASE AGREEMENT by and among ZOLL MEDICAL CORPORATION, LC ACQUISITION CORPORATION and LIFECOR, INC. March 29, 2004
Asset Purchase Agreement • September 20th, 2005 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Delaware

AGREEMENT entered into as of March 29, 2004 by and between Zoll Medical Corporation, a Massachusetts corporation (“Buyer”), LC Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Buyer (“Subsidiary”), and Lifecor, Inc., a Pennsylvania corporation (“Seller”).

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MASTER AGREEMENT by and among ZOLL MEDICAL CORPORATION LC ACQUISITION CORPORATION and LIFECOR, INC. March 29, 2004
Master Agreement • September 20th, 2005 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Delaware

AGREEMENT entered into as of March 29, 2004 by and among Zoll Medical Corporation, a Massachusetts corporation (the “Investor”), LC Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Investor (“Subsidiary”) and Lifecor, Inc., a Pennsylvania corporation (the “Company”).

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FORM OF INCENTIVE STOCK OPTION AGREEMENT UNDER THE ZOLL MEDICAL CORPORATION AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN
Incentive Stock Option Agreement • November 9th, 2004 • Zoll Medical Corporation • Electromedical & electrotherapeutic apparatus

This Incentive Stock Option Agreement is hereby accepted and the terms and conditions set forth herein and as set forth in Exhibit A, attached hereto, which Exhibit A is hereby made a part of this Incentive Stock Option Agreement by this reference, are hereby agreed to by the undersigned.

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ZOLL Medical Corporation
Merger Agreement • March 26th, 2012 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus

We are pleased to inform you that ZOLL Medical Corporation (the “Company”) entered into an Agreement and Plan of Merger, dated as of March 12, 2012 (the “Merger Agreement”), with Asahi Kasei Corporation, a Japanese corporation (“Parent”), Asahi Kasei Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“HoldCo”) and Asclepius Subsidiary Corporation, a Massachusetts corporation and wholly-owned subsidiary of HoldCo (“Merger Sub”), which provides for the acquisition of the Company by Parent.

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TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • March 12th, 2012 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts

THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated as of March 12, 2012 is made by and among Asahi Kasei Corporation, a Japanese corporation (“Parent”), Asahi Kasei Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“HoldCo”), Asclepius Subsidiary Corporation, a Massachusetts corporation and wholly-owned subsidiary of HoldCo (“Merger Sub”), and each shareholder listed on Annex I (each, a “Shareholder” and collectively, the “Shareholders”), each an owner of shares (the “Shares”) of common stock, par value $0.01 per share, of ZOLL Medical Corporation, a Massachusetts corporation (the “Company”).

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