RECITALSEmployment Agreement • May 14th, 1999 • First Reserve Inc • Florida
EXHIBIT 10.2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated April 1, 1998 by and between FIRST RESERVE, INC., a Florida corporation ("FRI- Florida") and FIRST RESERVE, INC., an Arizona corporation ("FRI-Arizona"). WHEREAS, FRI-Arizona...2 Agreement and Plan of Merger Agreement and Plan of Merger • May 14th, 1999 • First Reserve Inc
the Effective Date of the merger shall not be converted or exchanged in any manner but each such share shall continue to represent one issued and outstanding share of FRI-Arizona, as the surviving corporation. VI. This Plan may be abandoned or terminated prior to the filing thereof with the Secretary of State of Arizona by resolution duly adopted by the Board of Directors of FRI-Arizona. VII. The parties hereby adopt this Plan which is intended to be a reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, and as a statutory merger pursuant to Section 10-1101, ET SEQ. of Arizona Statutes. The terms of the merger shall be in accordance with the Articles of Merger executed contemporaneously herewith, and attached and made a part hereto. VIII. The appropriate officers of the Parties are authorized to take all such necessary actions to transfer contracts, information, assets or any other property so that this Plan may be effectedpursuant ot the pr
