ContractStockholder Agreement • March 8th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • Delaware
STOCKHOLDER AGREEMENT (this “Agreement”) dated as of March 3, 2005, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), and the individuals and other parties listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
CLOSURE MEDICAL CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • March 8th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • Delaware
This Agreement, made and entered into as of March 2, 2005 (this “Agreement”), between Closure Medical Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”):
Re: Change in Control AgreementChange in Control Agreement • March 8th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • New Jersey
As you may know, Johnson & Johnson, a New Jersey corporation (“Parent”), Holden Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and Closure Medical Corporation, a Delaware corporation (the “Company”), propose to enter into a merger agreement (the “Merger Agreement”) that will result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent. As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the employment agreement dated as of [date of employment agreement] between you and the Company (the “Employment Agreement”). Capitalized terms used but not defined herein have the meanings given such terms under the Employment Agreement.
Re: Change in Control AgreementChange in Control Agreement • March 8th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • New Jersey
As you may know, Johnson & Johnson, a New Jersey corporation (“Parent”), Holden Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and Closure Medical Corporation, a Delaware corporation (the “Company”), propose to enter into a merger agreement (the “Merger Agreement”) that will result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent. As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the employment agreement dated as of [date of employment agreement] between you and the Company (the “Employment Agreement”). Capitalized terms used but not defined herein have the meanings given such terms under the Employment Agreement.
AGREEMENT AND PLAN OF MERGER Dated as of March 3, 2005 Among JOHNSON & JOHNSON, HOLDEN MERGER SUB, INC. And CLOSURE MEDICAL CORPORATIONMerger Agreement • March 8th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 3, 2005, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), HOLDEN MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and CLOSURE MEDICAL CORPORATION, a Delaware corporation (the “Company”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 8th, 2005 • Closure Medical Corp • Surgical & medical instruments & apparatus • Delaware
This Amendment to Rights Agreement dated as of March 3, 2005 (this “Amendment”), between Closure Medical Corporation, a Delaware corporation (“Closure Medical”), and American Stock Transfer & Trust Company (the “Rights Agent”).
