Re: Retention AgreementRetention Agreement • December 30th, 2014 • Koninklijke Philips Nv • Electronic & other electrical equipment (no computer equip) • California
This is your RETENTION AGREEMENT (this “Agreement”) with Clearwater Merger Sub, Inc., a Delaware corporation (the “Company”). It sets forth the terms of your employment with the Company.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • December 30th, 2014 • Koninklijke Philips Nv • Electronic & other electrical equipment (no computer equip) • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement’is being entered into as of June 23, 2014 between VOLCANO CoRPORATION, a Delaware corporation (“Volcano”) and Philips Electronics North America Corporation, a Delaware corporation (such corporation, collectively with Koninklijke Philips N.V. and each other direct or indirect subsidiary of Koninklijke Philips N.V., “Philips’’).
GUARANTEEKoninklijke Philips Nv • December 30th, 2014 • Electronic & other electrical equipment (no computer equip)
Koninklijke Philips N.V., a corporation organized under the laws of the Netherlands (the “Guarantor”), hereby irrevocably and unconditionally guarantees to Volcano Corporation, a Delaware corporation, the full and timely performance by Philips Holding USA Inc., a Delaware corporation (“Parent”), and Clearwater Merger Sub, Inc., a Delaware corporation (“Purchaser”, and together with Parent, the “Acquiring Companies”), of their respective obligations under the Agreement and Plan of Merger, dated the date hereof (the “Merger Agreement”), by and among Parent, Target and Purchaser, including payment obligations and agrees to take all actions which apply to affiliates of the Acquiring Companies under the Merger Agreement. If Parent or Purchaser fails to pay or perform any of their obligations under the Merger Agreement when due, then Guarantor’s obligations under this Agreement shall become immediately effective and the Company may collect such obligations from Guarantor regardless of whethe
ContractConsulting Agreement • December 30th, 2014 • Koninklijke Philips Nv • Electronic & other electrical equipment (no computer equip) • California
