ContractMerger Agreement • March 4th, 2008 • Medtronic Inc • Electromedical & electrotherapeutic apparatus
Pursuant to the resolution of the Board of Directors of Kyphon Inc. (the “Company”) dated October 18, 2007, from and after the Effective Time, as such term is defined in that certain Agreement and Plan of Mergerm (the “Merger Agreement”), dated as of July 26, 2007, by and among Medtronic, Inc., a Minnesota corporation (“Medtronic”), Jets Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Medtronic (“Merger Sub”), and the Company, the Kyphon Inc. 2002 Stock Plan (the “Plan”) and each agreement evidencing outstanding awards thereunder shall be deemed amended to the extent necessary so that each reference to the Company (other than references relating to a “change in control” of the Company) shall refer to Medtronic. In addition, pursuant to the terms of the Merger Agreement and as required by Section 303A.08 of the New York Stock Exchange Listed Company Manual, the number of shares available under the Plan and all other limitations on the number of shares that
