AGREEMENT AND PLAN OF MERGER by and among TEXTRON INC., MARCO ACQUISITION SUB INC. and UNITED INDUSTRIAL CORPORATION October 7, 2007Merger Agreement • October 9th, 2007 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of October 7, 2007 by and among Textron Inc., a Delaware corporation (“Parent”), Marco Acquisition Sub Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and United Industrial Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in ARTICLE X.
AMENDMENT TO SUCCESS BONUS AGREEMENTSuccess Bonus Agreement • October 9th, 2007 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
WHEREAS, the parties hereto are parties to that certain Success Bonus Agreement dated as of April 10, 2002 (the “Success Bonus Agreement”) and they desire to amend the Success Bonus Agreement as provided herein.
UNITED INDUSTRIAL CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT FREDERICK M. STRADEREmployment Agreement • October 9th, 2007 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies • Maryland
EMPLOYMENT AGREEMENT (this “Agreement”) originally made and entered into as of August 16, 2006, by and between UNITED INDUSTRIAL CORPORATION, a Delaware corporation having an address at 124 Industry Lane, Hunt Valley, Maryland 21030 (hereinafter called “Employer”), and FREDERICK M. STRADER, having an address at 501 Whithorn Court, Timonium, MD 21093 (hereinafter called “Employee”) is hereby amended and restated effective as of the Effective Date (as defined below).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2007 • United Industrial Corp /De/ • Miscellaneous electrical machinery, equipment & supplies
AMENDMENT (this “Amendment”) dated as of October 7, 2007, by and between United Industrial Corporation, a Delaware corporation (“Employer”) and James H. Perry (“Employee”).
