AGREEMENT AND PLAN OF MERGER between PPR S.A., TRANSFER HOLDING, INC. and VOLCOM, INC. dated as of MAY 2, 2011Merger Agreement • May 4th, 2011 • Volcom Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated May 2, 2011, is by and among PPR S.A., a “société anonyme à conseil d’administration” (a corporation with a board of directors) organized under the laws of France (“Parent”), TRANSFER HOLDING, INC., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Purchaser”), and Volcom, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
VOLCOM, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 4th, 2011 • Volcom Inc • Apparel & other finishd prods of fabrics & similar matl • California
This Change in Control Agreement (this “Agreement”) is made effective as of , 2011 (the “Effective Date”) between Volcom, Inc., a Delaware corporation (the “Company”) and (“Executive”).
SHARE AND VOTING AGREEMENTShare and Voting Agreement • May 4th, 2011 • Volcom Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
This SHARE AND VOTING AGREEMENT (this “Agreement”), is dated as of May 2, 2011, by and among PPR S.A., a “société anonyme à conseil d’administration” (a corporation with a board of directors) organized under the laws of France (“Parent”), TRANSFER HOLDING, INC., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Purchaser”), Richard R. Woolcott and René R. Woolcott in their capacity as stockholders of the Company (collectively, the “Stockholders” and each individually, a “Stockholder”).
