AGREEMENT AND PLAN OF MERGER among FORTIVE CORPORATION, FERN MERGER SUB INC. and LANDAUER, INC. Dated as of September 6, 2017Merger Agreement • September 6th, 2017 • Landauer Inc • Measuring & controlling devices, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 6, 2017 (this “Agreement”), by and among Fortive Corporation, a Delaware corporation (“Parent”), Fern Merger Sub Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Sub”), and Landauer, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I, and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
COMPANY LETTERHEAD] September 5, 2017Success Bonus Agreement • September 6th, 2017 • Landauer Inc • Measuring & controlling devices, nec
As you know, today the Board of Directors (the “Board”) of [ ] (the “Company”) approved a [definitive merger agreement (the “Merger Agreement”) under which the Company will be acquired by [ ] (the “Parent”)] (the “Proposed Transaction”). In recognition of your efforts in helping the Company achieve this milestone, and to encourage you to work diligently to achieve a timely closing of the Proposed Transaction, the Board also approved a success bonus for you equal to $[ ] (the “Success Bonus”). The Success Bonus will be payable to you on the date the Proposed Transaction closes (the “Closing Date”) or the first payroll date following the Closing Date, provided that you remain continuously employed by the Company through the Closing Date. If the Proposed Transaction has not closed by 210 days following the date of the signing of the Merger Agreement, or if the Merger Agreement is terminated, then you will not be entitled to receive the Success Bonus. If the Merger Agreement is materially
