AGREEMENT AND PLAN OF MERGER Between LUXOTTICA GROUP S.p.A. NORMA ACQUISITION CORP. and OAKLEY, INC.Agreement and Plan of Merger • June 25th, 2007 • Luxottica Group Spa • Ophthalmic goods • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 20, 2007 (this “Agreement”), by and among Luxottica Group S.p.A., an Italian corporation (“Parent”), Norma Acquisition Corp., a Washington corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Oakley, Inc., a Washington corporation (the “Company”).
NON-COMPETITION AGREEMENTTime Sharing Agreement • June 25th, 2007 • Luxottica Group Spa • Ophthalmic goods • California
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is entered into as of June 20, 2007, by and among Luxottica Group S.p.A., a company organized under the laws of the Republic of Italy (“Parent”), Norma Acquisition Corp., a Washington corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Oakley, Inc. a Washington corporation (the “Company”), and Jim Jannard (“Shareholder”).
VOTING AGREEMENTVoting Agreement • June 25th, 2007 • Luxottica Group Spa • Ophthalmic goods • Washington
WHEREAS, Purchaser, Parent and Oakley, Inc., a Washington corporation (the “Company”), have entered into an Agreement and Plan of Merger of even date herewith (as the same may be amended from time to time, the “Merger Agreement”), pursuant to which Purchaser shall be merged (the “Merger”) with and into the Company, with the Company being the surviving corporation of the Merger, upon the terms and subject to the conditions set forth therein;
