AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, COPE ACQUISITION CORP., and MICRUS ENDOVASCULAR CORPORATION July 11, 2010Merger Agreement • July 15th, 2010 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2010 (this “Agreement”), by and among Micrus Endovascular Corporation, a Delaware corporation (the “Company”), Johnson & Johnson, a New Jersey corporation (“Parent”), and Cope Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
Micrus Endovascular CorporationRetention Agreement • July 15th, 2010 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
This letter agreement is in reference to the offer letter between you and Micrus Endovascular Corporation (the “Company”), dated as of November 5, 2003 and amended December 15, 2008 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Cope Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement) as a result of the Merger (as defined in the Merger Agreement). As a condition to the willingness of Parent and Purchaser 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 and any other agre
July 10, 2010 Edward F. Ruppel, Jr. Re: OFFER LETTER Dear Edward:Offer Letter • July 15th, 2010 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus
You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated May 27, 2003 (the “Offer Letter”). This letter agreement amends and supplements the Offer Letter in order to provide for cash severance payments in connection with certain terminations of your employment prior to or following a Change In Control (as defined below). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.
July 10, 2010 Robert C. Colloton Re: OFFER LETTER Dear Robert:Offer Letter Amendment • July 15th, 2010 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus
You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated February 22, 2005 (the “Offer Letter”) and a letter agreement amending the Offer Letter, dated December 12, 2008 (the “Offer Letter Amendment”). This letter agreement amends the Offer Letter and supersedes the Offer Letter Amendment in order to provide for cash severance payments in connection with certain terminations of your employment prior to or following a Change In Control (as defined below). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.
