AGREEMENT AND PLAN OF MERGER BY AND AMONG AMSCAN HOLDINGS, INC., AMSCAN ACQUISITION, INC. and FACTORY CARD & PARTY OUTLET CORP. September 17, 2007Agreement and Plan of Merger • September 18th, 2007 • Factory Card & Party Outlet Corp • Retail-miscellaneous shopping goods stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 17, 2007, by and among Amscan Holdings, Inc., a Delaware corporation (“Parent”), Amscan Acquisition, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Newco”), and Factory Card & Party Outlet Corp., a Delaware corporation (the “Company”).
SENIOR EXECUTIVE AGREEMENTSenior Executive Agreement • September 18th, 2007 • Factory Card & Party Outlet Corp • Retail-miscellaneous shopping goods stores
WHEREAS, the Executive entered into an employment agreement with Factory Card Outlet of America, Ltd., which is a wholly-owned subsidiary of the Company, dated as of December 23, 2004, as amended on December 9, 2005, which remains in effect on the date hereof (the “Employment Agreement”);
SENIOR EXECUTIVE AGREEMENTSenior Executive Agreement • September 18th, 2007 • Factory Card & Party Outlet Corp • Retail-miscellaneous shopping goods stores
WHEREAS, the Executive entered into an employment agreement with Factory Card Outlet of America, Ltd., which is a wholly-owned subsidiary of the Company, dated as of December 23, 2004, as amended on December 9, 2005, which remains in effect on the date hereof (the “Employment Agreement”);
EXECUTIVE AGREEMENTExecutive Agreement • September 18th, 2007 • Factory Card & Party Outlet Corp • Retail-miscellaneous shopping goods stores
WHEREAS, in connection with the proposed acquisition (the “Merger”) of the Company pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 17, 2007, by and among Amscan Holdings, Inc., a Delaware corporation (“Parent”), Amscan Acquisition, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Newco”) and the Company, the Company shall become a wholly owned subsidiary of Parent; and
