SHAREHOLDER'S AGREEMENTShareholder Agreement • July 5th, 2001 • SMC Corp • Motor vehicles & passenger car bodies • Oregon
THIS SHAREHOLDER'S AGREEMENT is made and entered into as of this 23rd day of June 2001, among Monaco Coach Corporation, a Delaware corporation ("Parent"), Salmon Acquisition, Inc., an Oregon corporation and a wholly owned subsidiary of Parent ("Purchaser"), SMC Corporation, an Oregon corporation (the "Company"), and CURTIS W. LAWLER (the "Shareholder").
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 5th, 2001 • SMC Corp • Motor vehicles & passenger car bodies • Oregon
This Agreement ("Agreement"), dated as of April 10, 2001 is made by and between SMC Corporation (the "Company"), an Oregon corporation, SMC's subsidiaries and William L. Rich (the "Executive").
AGREEMENT AND PLAN OF MERGER by and among MONACO COACH CORPORATION SALMON ACQUISITION, INC. and SMC CORPORATION June 23, 2001Merger Agreement • July 5th, 2001 • SMC Corp • Motor vehicles & passenger car bodies • Oregon
This Agreement and Plan of Merger (this "Agreement") is made and entered into as of June 23, 2001, by and among Monaco Coach Corporation, a Delaware corporation ("Parent"), Salmon Acquisition, Inc., an Oregon corporation and a direct wholly owned subsidiary of Parent ("Purchaser"), and SMC Corporation, an Oregon corporation (the "Company").
June 22, 2001Retirement Agreement and Appointment as an Employee Advisor • July 5th, 2001 • SMC Corp • Motor vehicles & passenger car bodies
This letter (this "Amendment") amends the Retirement Agreement and Appointment as an Employee Advisor dated February 23, 2001 between you and SMC Corporation (the "Company"), a copy of which is attached hereto as Exhibit A (the "Retirement Agreement"). Capitalized terms used herein shall have the meanings set forth in the Retirement Agreement.
June 22, 2001Retirement Agreement and Release of Claims • July 5th, 2001 • SMC Corp • Motor vehicles & passenger car bodies
This letter (this "Amendment") amends the Retirement Agreement and Mutual Release of Claims dated February 23, 2001 between you and SMC Corporation (the "Company"), a copy of which is attached hereto as Exhibit A (the "Retirement Agreement"). Capitalized terms used herein shall have the meanings set forth in the Retirement Agreement.
NONCOMPETITION AGREEMENTNoncompetition Agreement • July 5th, 2001 • SMC Corp • Motor vehicles & passenger car bodies • Oregon
This Noncompetition Agreement (the "Agreement") is made by and among Monaco Coach Corporation, a Delaware corporation ("Parent"), SMC Corporation, an Oregon corporation (the "Company"), and Mathew M. Perlot ("Shareholder") this June 23, 2001 (the "Execution Date"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
QuickLinks -- Click here to rapidly navigate through this documentAgreement and Plan of Merger • July 5th, 2001 • SMC Corp • Motor vehicles & passenger car bodies
On behalf of the Board of Directors, I am pleased to inform you that on June 23, 2001, SMC Corporation ("SMC") entered into an Agreement and Plan of Merger (the "Agreement") with Salmon Acquisition, Inc. ("Offeror"), a wholly owned subsidiary of Monaco Coach Corporation ("Monaco"), which provides for the acquisition of all of SMC's common stock. Under the terms of the Agreement, Offeror has commenced a cash tender offer for all outstanding shares of SMC at $3.70 per share (the "Offer"). Subject to successful completion of the Offer, and satisfaction of certain conditions in the Agreement, Offeror will be merged into SMC (the "Merger") and all shares not purchased in the Offer (other than shares held by Monaco, Offeror, or any subsidiary of Monaco) will be converted into the right to receive $3.70 per share in cash in the Merger.
