AGREEMENT AND PLAN OF MERGER by and among C. R. BARD, INC., STARNORTH ACQUISITION CORP. and ROCHESTER MEDICAL CORPORATION Dated as of September 3, 2013Merger Agreement • September 4th, 2013 • Rochester Medical Corporation • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 3, 2013, by and among (i) Rochester Medical Corporation, a Minnesota corporation (the “Company”), (ii)) C. R. Bard, Inc., a New Jersey corporation (“Parent”), and (iii) Starnorth Acquisition Corp., a Minnesota corporation and a wholly-owned Subsidiary of Parent (“MergerSub”). The Company, MergerSub and Parent are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used herein are defined in Annex I.
NON-COMPETITION AGREEMENTNon-Competition Agreement • September 4th, 2013 • Rochester Medical Corporation • Surgical & medical instruments & apparatus • Minnesota
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is entered into as of September 3, 2013 by and among C. R. Bard, Inc., a New Jersey corporation (the “Parent”), Rochester Medical Corporation, a Minnesota corporation (the “Company”), Starnorth Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“MergerSub”), and Philip Conway, an individual, residing at 9818 County Road 10 SE, Chatfield, MN 55923 (the “Restricted Person”).
