AGREEMENT AND PLAN OF MERGER by and among ZOLTEK COMPANIES, INC., TORAY INDUSTRIES, INC. and TZ ACQUISITION CORP. Dated September 27, 2013Merger Agreement • September 27th, 2013 • Zoltek Companies Inc • Electrical industrial apparatus • Missouri
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 27, 2013, is by and among Zoltek Companies, Inc., a Missouri corporation (the “Company”), Toray Industries, Inc., a Japanese kabushiki kaisha (“Parent”), and TZ Acquisition Corp., a Missouri corporation and a wholly-owned subsidiary of Parent (“Merger Sub”)
RETENTION AND STAY BONUS AGREEMENTRetention and Stay Bonus Agreement • September 27th, 2013 • Zoltek Companies Inc • Electrical industrial apparatus • Missouri
THIS RETENTION AND STAY BONUS AGREEMENT (this “Agreement”) is made and entered into effective as of September __, 2013 (the “Effective Date”), by and between Zoltek Companies Inc., a Missouri corporation (the “Company”), and _________, an individual (“Employee”).
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • September 27th, 2013 • Zoltek Companies Inc • Electrical industrial apparatus • Missouri
This Stockholder Voting Agreement (this “Agreement”) is made and entered into as of September 27, 2013, by and between Toray Industries, Inc., a Japanese kabushiki kaisha (“Parent”), and the undersigned stockholder (“Stockholder”) of Zoltek Companies, Inc., a Missouri corporation (the “Company”).
