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Preview Full Doc	2002	Employee Share Option Plan Agreement Employee Share Option Plan Agreement (19K) Doc #365243: Click preview link for longer preview. Nur Macroprinters Ltd. Employee Share Option Plan Agreement ("Option Award") Nur Macroprinters Ltd. ("Nur"), a company incorporated and existing under the laws of the State of Israel, hereby grants as of the __ day of ______, 2000 to the grantees listed in Appendix A attached hereto (the "Grantee"), an option (the "Option(s)") to purchase a maximum _________________ (______) of Ordinary Shares (nominal value New Israeli Shekels 1.0 each) of Nur (the "Shares"), at an Exercise Price of [________] U.S. Dollars ($__) per Share, (which Exercise Price is not less than the "fair market value" (as described in code Section 422(b)(4)) of the Shares on the grant date (110% of such fair market value in the case of an individual who owns more than 10% of the combined voting power of all classes of stock in Nur or a parent corporation or subsidiary corporation (a "10% Stockholder"))), on the following terms and conditions: 1. Grant Under the 1997 Stock Option Plan. These Options are granted pursuant to the 1997 Employee Stock Option Plan, as amended (the "Plan"), which has been initially adopted by Nur on October 15, 1997, for the purpose of providing incentives to officers, directors, employees and consultants of Nur and its Affiliates. The plan is attached hereto as Appendix B. Unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. Determinations made in connection with this Option Award pursuant to the Plan shall be governed by the terms of the Plan as it exists on this date. The Options subject to this Option Award are intended to be "incentive stock option" as described in Section 422 of the Internal Revenue Code of 1986 (the "Code") ("ISOs"). To the extent some or all of the Options subject to this Option Award exceed the $100,000 rule of Code Section 422(d), this Option Award or the lesser excess part will be treated as a nonqualified stock option under the United States tax law. 2. Other Options. The Options granted hereunder are in addition to any other options heretofore or hereafter given to the Grantee by Nur, but a duplicate original of this instrument shall not effect the grant of additional such Options. 3. Exercise of Options. 3.1 Options granted hereunder shall be exercisable pursuant to the vesting schedule set forth in Section 3.2 below, provided that no Option shall be exercisable after the expiration of ten (10) years from the date hereof, or five (5) years in the case of a Grantee who is a 10% Stockholder. 3.2 Subject to Section 4, the schedule pursuant to which such Options shall vest, and the Grantee shall be entitled to pay for, and acquire, the Shares, shall be as follows: the Options granted hereunder shall vest over a four (4) year period from the date hereof so that one third (1/3) of the Options granted hereunder shall vest upon the second anniversary of this Agreement, and additional portions of one third (1/3) of the Options granted hereunder shall vest on each subsequent anniversary of the date hereof, so that upon the expiry of four (4) years from the date hereof, all the Options granted hereunder shall be vested. Vesting of Options granted hereunder would continue only during periods when the employer-employee or other 365243	NUR Macroprinter NUR Macroprinters Ltd. ( Capital Goods ) As referenced in this Employee Share Option Plan Agreement: Nur Macroprinters Ltd – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}7 {FILENAME}ex99-d5.txt {DESCRIPTION}EXHIBIT 99(D)(5) {TEXT} {PAGE} Exhibit (d)(5) Nur Macroprinters Ltd . Employee Share Option Plan Agreement ("Option Award") Nur Macroprinters Ltd. ("Nur"), a company incorporated and existing under the laws of the State of Israel, hereby grants as of the _____________ Nur Macroprinters Ltd – DOCUMENT} {TYPE}EX-99 {SEQUENCE}7 {FILENAME}ex99-d5.txt {DESCRIPTION}EXHIBIT 99(D)(5) {TEXT} {PAGE} Exhibit (d)(5) Nur Macroprinters Ltd. Employee Share Option Plan Agreement ("Option Award") Nur Macroprinters Ltd . ("Nur"), a company incorporated and existing under the laws of the State of Israel, hereby grants as of the __ day of ______, 2000 to the grantees listed in _____________ Nur Macroprinters Ltd – may not be sold, transferred or assigned in the absence of an effective registration statement for these Shares under the United States Securities Act of 1933, or an opinion of Nur Macroprinters Ltd 's counsel, that registration is not required under the said Act." 8. Method of Exercising Options. Subject to the terms and conditions of this Agreement, the Options granted hereunder _____________ Nur Macroprinters Ltd – instrument to be executed, and the Grantee whose signature appears below acknowledges receipt of a copy of the Plan and acceptance of an original copy of this Agreement from Nur. Nur Macroprinters Ltd . ________________ Grantee By: ______________ {PAGE} 6 Appendix A Terms of the Option {TABLE} {S} {C} 1. Name of the Optionee: _________________________________________________ 2. Number of Options granted: _________________________________________________ 3. Expiration _____________ dt 1317948
Preview Full Doc	2003	Rights Plan Agreement [Amendment No.1] Rights Plan Agreement [Amendment No.1] (6K) Doc #381687: Click preview link for longer preview. AMENDMENT NO.1 TO WINNEBAGO INDUSTRIES, INC. RIGHTS PLAN AGREEMENT This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is dated as of January 13, 2003 (this "Amendment") between Winnebago Industries, Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A. f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the Winnebago Industries, Inc. Rights Plan Agreement (the "Rights Agreement"), dated as of May 3, 2000, between the Company and the Rights Agent. WITNESSETH: WHEREAS, the Board of Directors of the Company has determined to amend the Rights Agreement (the terms defined therein and not otherwise defined herein being used herein as therein defined); NOW, THEREFORE, in consideration of the premises and the mutual agreement herein set forth, the parties hereto agree as follows: SECTION 1. Amendment of Section 1 of Rights Agreement. The definition of "Acquiring Person" in Section 1 is amended in full to read as follows: "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15 % or more of the Common Shares of the Company then outstanding, but shall not include (i) the Company, (ii) any Subsidiary (as such term is hereinafter defined) of the Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company, (iv) any Person holding Common Shares for or pursuant to the terms of any such employee benefit plan, (v) any Hanson Family Member, or (vi) FMR Corp., its Affiliates and Associates ("FMR"), but only so long as (A) FMR is the beneficial owner of less than twenty percent (20 %) of the shares of common stock then outstanding and (B) FMR reports or is required to report such ownership on Schedule 13G of the Exchange Act or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any present intention to hold such shares of common stock with the purpose or effect of changing or influencing the control of the Company. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of (x) an acquisition of Common Shares by the 381687	Winnebago Winnebago Industries Inc. ( Capital Goods ) As referenced in this Rights Plan Agreement [Amendment No.1]: WINNEBAGO INDUSTRIES, INC – {DOCUMENT} {TYPE}EX-10.I {SEQUENCE}4 {FILENAME}winnebago031779_ex10-i.txt {DESCRIPTION}RIGHTS PLAN AGREEMENT {TEXT} EXHIBIT 10i. AMENDMENT NO.1 TO WINNEBAGO INDUSTRIES, INC . RIGHTS PLAN AGREEMENT This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is dated as of January 13, 2003 (this "Amendment") between Winnebago Industries, Inc. (the "Company"), _____________ Winnebago Industries, Inc – 10.I {SEQUENCE}4 {FILENAME}winnebago031779_ex10-i.txt {DESCRIPTION}RIGHTS PLAN AGREEMENT {TEXT} EXHIBIT 10i. AMENDMENT NO.1 TO WINNEBAGO INDUSTRIES, INC. RIGHTS PLAN AGREEMENT This Amendment No.1 to Winnebago Industries, Inc . Rights Plan Agreement is dated as of January 13, 2003 (this "Amendment") between Winnebago Industries, Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A. f/ _____________ Winnebago Industries, Inc – NO.1 TO WINNEBAGO INDUSTRIES, INC. RIGHTS PLAN AGREEMENT This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is dated as of January 13, 2003 (this "Amendment") between Winnebago Industries, Inc . (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A. f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the Winnebago _____________ Winnebago Industries, Inc – Industries, Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A. f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the Winnebago Industries, Inc . Rights Plan Agreement (the "Rights Agreement"), dated as of May 3, 2000, between the Company and the Rights Agent. WITNESSETH: WHEREAS, the Board of Directors of the Company has _____________ WINNEBAGO INDUSTRIES, INC – of such state. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attest it, all as of the day and year first above written. WINNEBAGO INDUSTRIES, INC . By ----------------------------------------------- /s/ Bruce D. Hertzke, Chairman of the Board, Chief Executive Officer and President ATTEST: By ------------------------------------------- /s/ Raymond M. Beebe, Vice President- General Counsel and Secretary WELLS FARGO BANK _____________ dt 1318268 ;	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Rights Plan Agreement [Amendment No.1]: Wells Fargo Bank Minnesota, N.A. – This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is dated as of January 13, 2003 (this "Amendment") between Winnebago Industries, Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A. f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the Winnebago Industries, Inc. Rights Plan Agreement (the "Rights Agreement"), dated as of May _____________ WELLS FARGO BANK MINNESOTA, N.A. – written. WINNEBAGO INDUSTRIES, INC. By ----------------------------------------------- /s/ Bruce D. Hertzke, Chairman of the Board, Chief Executive Officer and President ATTEST: By ------------------------------------------- /s/ Raymond M. Beebe, Vice President- General Counsel and Secretary WELLS FARGO BANK MINNESOTA, N.A. , as Rights Agent By ----------------------------------------- /s/ Barbara M. Novak, Vice President ATTEST: By ------------------------------------- /s/ Nancy Roseny, Vice President {/TEXT} {/DOCUMENT} _____________ dt 1526490
Preview Full Doc	2002	Restricted Stock Plan and Agreement Restricted Stock Plan and Agreement (17K) Doc #389189: Click preview link for longer preview. Exhibit 10.4 FLEETWOOD ENTERPRISES, INC. EDWARD B. CAUDILL RESTRICTED STOCK PLAN AND AGREEMENT . . . 389189	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Restricted Stock Plan and Agreement: FLEETWOOD ENTERPRISES, INC – EX-10.4 6 a2094877zex-10_4.htm EXHIBIT 10.4 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.4 FLEETWOOD ENTERPRISES, INC . EDWARD B. CAUDILL RESTRICTED STOCK PLAN AND AGREEMENT Fleetwood Enterprises, Inc., a Delaware corporation ("Company"), has elected to grant to Edward B. Caudill ("Grantee") an award of restricted stock _____________ Fleetwood Enterprises, Inc – 6 a2094877zex-10_4.htm EXHIBIT 10.4 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.4 FLEETWOOD ENTERPRISES, INC. EDWARD B. CAUDILL RESTRICTED STOCK PLAN AND AGREEMENT Fleetwood Enterprises, Inc ., a Delaware corporation ("Company"), has elected to grant to Edward B. Caudill ("Grantee") an award of restricted stock on the terms and conditions set forth in this Restricted Stock _____________ Fleetwood Enterprises, Inc – be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed one instrument. August 12, 2002 COMPANY GRANTEE Fleetwood Enterprises, Inc ., By: /s/ Forrest D. Theobald (Signature) /s/ Edward B. Caudill (Signature) Forrest D. Theobald, Sr. Vice President and General Counsel Edward B. Caudill, President and Chief Executive Officer (Printed _____________ FLEETWOOD ENTERPRISES, INC – Forrest D. Theobald, Sr. Vice President and General Counsel Edward B. Caudill, President and Chief Executive Officer (Printed Name and Title) (Printed Name and Title) 5 QuickLinks Exhibit 10.4 FLEETWOOD ENTERPRISES, INC . EDWARD B. CAUDILL RESTRICTED STOCK PLAN AND AGREEMENT _____________ dt 1766615
Preview Full Doc	2002	Plan and Agreement of Distribution [Amendment No. 1] Plan and Agreement of Distribution [Amendment No. 1] (4K) Doc #427971: Click preview link for longer preview. FIRST AMENDMENT TO PLAN AND AGREEMENT OF DISTRIBUTION This first amendment TO THE Plan and Agreement of Distribution (this "Amendment") is made as of the 27th day of December, 2001 by and between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant Inc., a Delaware corporation ("Kadant"). Capitalized terms used herein without definition shall have the same meanings ascribed to such terms in the Distribution Agreement (as defined below). RECITALS WHEREAS, Thermo Electron and Kadant are parties to that certain Plan and Agreement of Distribution dated as of August 3, 2001 (the "Distribution Agreement"); WHEREAS, the parties hereto desire to amend the Distribution Agreement as herein provided: NOW THEREFORE, in consideration of the covenants and agreements 427971	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution [Amendment No. 1]: Kadant Inc – THE Plan and Agreement of Distribution (this "Amendment") is made as of the 27th day of December, 2001 by and between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant Inc ., a Delaware corporation ("Kadant"). Capitalized terms used herein without definition shall have the same meanings ascribed to such terms in the Distribution Agreement (as defined below). RECITALS WHEREAS, Thermo _____________ KADANT INC – WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. THERMO ELECTRON CORPORATION By: /s/Kenneth J. Apicerno ---------------------------------------- Name: Kenneth J. Apicerno Title: Treasurer KADANT INC . By: /s/Thomas M. O'Brien ---------------------------------------- Name: Thomas M. O'Brien Title: Executive Vice President and CFO {/TEXT} {/DOCUMENT} _____________ dt 1330359
Preview Full Doc	2001	Plan and Agreement of Distribution Plan and Agreement of Distribution (85K) Doc #427989: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99.3 {SEQUENCE}7 {FILENAME}dex993.txt {DESCRIPTION}PLAN AND AGREEMENT OF DISTRIBUTION {TEXT} {PAGE} EXHIBIT 99.3 ------------ PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (the "Agreement") is made as of the 3rd day of August, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant Inc., a Delaware corporation ("Kadant"). RECITALS -------- WHEREAS, Thermo Electron is the holder of approximately 91% of the issued and outstanding shares of Common Stock, $.01 par value per share, of Kadant ("Kadant Common Stock"); and WHEREAS, it is the intention of Thermo Electron to distribute all of the issued and outstanding shares of Kadant Common Stock held by Thermo Electron to the stockholders of Thermo Electron (the "Distribution"); and WHEREAS, Thermo Electron and Kadant have determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Distribution and to set forth other agreements that will govern certain other matters following such Distribution. NOW, THEREFORE, in consideration of the mutual covenants and agreements made herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 General. As used in this Agreement and the Exhibits hereto, the following terms shall have the following meanings: "Action" means any action, claim, suit, litigation, arbitration, ------ inquiry, subpoena, discovery request, proceeding or investigation by or before any court or grand jury, any governmental or other regulatory or administrative agency or commission or any arbitration tribunal. "Active Employees" means, with respect to each Group, all employees ---------------- actively engaged in the performance of services to, for or on behalf of any member of such Group as of the Distribution Date, including any employee who is not actively performing services because of (a) leave of absence or (b) disability, and the dependents of such persons (and, as applicable, the alternate payees of such persons). "Active Employees" includes, with respect to a Group, non-employee directors of Thermo Electron and Kadant providing services as a director to Thermo Electron or any member of the Thermo Electron Group and Kadant or any member of the Kadant Group, respectively, as of the Distribution Date. {PAGE} "Affiliate" means, with respect to any specified person, a person --------- that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person; provided, however, that Thermo Electron (and its subsidiaries) shall not be deemed to be Affiliates of Kadant (and its subsidiaries), and vice versa, for purposes of this Agreement. "Agent" means American Stock Transfer & Trust Company, the ----- distribution agent appointed by Thermo Electron to distribute the shares of Kadant Common Stock in connection with the Distribution. "Ancillary Agreements" means all of the agreements, instruments, -------------------- understandings, assignments or other arrangements entered into in connection with the transactions contemplated hereby, including, without limitation, the Tax Matters Agreement and the Transition Services Agreement. "Cash" means cash and cash equivalents and available for sale ---- investments shown on the consolidated balance sheet of Kadant in accordance with GAAP. "Code" means the Internal Revenue Code of 1986, as amended, together ---- with the rules and regulations promulgated thereunder. "Commission" means the Securities and Exchange Commission. ---------- "Debenture Redemption Event" has occurred if the Kadant Common Stock -------------------------- (or other equity securities of Kadant into which the Kadant Debentures are then convertible) is neither listed for trading on a United States national securities exchange nor approved for trading on an established automated over-the-counter trading market in the United States. "Distributed Kadant per Share Amount" means the fraction of a share of ----------------------------------- Kadant Common Stock (on a post-Reverse Split basis and rounded to no less than the fourth decimal place) obtained by dividing the number of Distribution Shares by the total number of shares of Thermo Electron Common Stock outstanding as of 5:00 p.m., Boston Time, on the Distribution Record Date. "Distribution" has the meaning ascribed to it in the Recitals. ------------ "Distribution Date" means the date of effecting the Distribution, as ----------------- determined by the Thermo Electron Board. "Distribution Record Date" means the date determined by the Thermo ------------------------ Electron Board as of which the holders of Thermo Electron Common Stock and their respective stock holdings shall be determined for purposes of distributing Kadant Common Stock to such Thermo Electron stockholders. "EBITA" means, with respect to Kadant for any fiscal period, an amount ----- equal to the sum of (a) Operating Income of Kadant on a consolidated basis excluding restructuring and other unusual charges or income (such as gains on sales of assets) 2 {PAGE} included in Operating Income plus (b) amortization of good will and other intangible assets of Kadant on a consolidated basis for such fiscal period, all as determined in accordance with GAAP. "Exchange Act" means the Securities Exchange Act of 1934, as amended, ------------ together with the rules and regulations promulgated thereunder. "Fibergen Redemption Rights" means the redemption rights relating to -------------------------- the outstanding common stock of Thermo Fibergen, which rights are guaranteed, on a subordinated basis, by Thermo Electron pursuant to the terms of the Guarantee Agreement dated September 13, 1996 by and among Kadant, Thermo Electron and the Representatives (as defined therein). "Fundamental Change" means (a) the acquisition by an individual, ------------------ entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than a member of the Thermo Electron Group of beneficial ownership of any capital stock of Kadant if, after such acquisition, such individual, entity or group beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 30% or more of either (i) the then-outstanding shares of Kadant Common Stock or (ii) the combined voting power of the then-outstanding securities of Kadant entitled to vote generally in the election of directors, (b) any acquisition of the business of Kadant by consolidation with, or merger of Kadant into, any other corporation, or any merger of another corporation into Kadant, (c) any sale or transfer, in one or more transactions, of all or substantially all of the assets of Kadant (which shall not include the sale or transfer of any portion of the assets of Kadant to any corporation or corporations if each of such corporations immediately following such transfer is at least 51% owned, directly or indirectly, by Kadant), or (d) the occurrence of a Debenture Redemption Event. 427989	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution: Kadant Inc – OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (the "Agreement") is made as of the 3rd day of August, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant Inc ., a Delaware corporation ("Kadant"). RECITALS -------- WHEREAS, Thermo Electron is the holder of approximately 91% of the issued and outstanding shares of Common Stock, $.01 par value per share, of _____________ Kadant (inc – directly or indirectly guaranteed by any member of the Kadant Group, which, in the case of clauses (a) - (d) above, are as shown own on the consolidated financial statements of Kadant (inc luding the footnotes thereto) determined in accordance with GAAP. 3 {PAGE} "Indemnifiable Losses" means all losses, Liabilities, damages, claims, -------------------- demands, judgments or settlements of any nature or kind, known or _____________ Kadant Inc – as follows: Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 or to: Kadant Inc . 245 Winter Street Waltham, MA 02451 Attention: Chief Executive Officer Telephone: (781) 370-1667 Telecopier: (781) 370-1660 11.7 Successors and Assigns. This Agreement and any of the _____________ KADANT INC – parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: /s/ R.F. Syron ----------------------------------------- Name: R.F. Syron --------------------------------------- Title: Chairman and Chief Executive Officer -------------------------------------- KADANT INC . By: /s/ William A. Rainville ------------------------------------------ Name: William A. Rainville ----------------------------------------- Title: President and Chief Executive Officer ---------------------------------------- Attachments: Exhibit A Tax Matters Agreement Exhibit B Transition Services Agreement 26 {PAGE} Schedule _____________ dt 1330363 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Plan and Agreement of Distribution: Viasys Healthcare Inc – Business" means all of the businesses and operations ------------------------ conducted at any time, whether prior to, on or after the Distribution Date, by any member of the Thermo Electron Group (including Viasys Healthcare Inc .), other than the Kadant Business. "Thermo Electron Common Stock" means the Common Stock, $1.00 par value ---------------------------- per share, of Thermo Electron. "Thermo Electron Group" means Thermo Electron and _____________ Viasys Healthcare Inc – par value ---------------------------- per share, of Thermo Electron. "Thermo Electron Group" means Thermo Electron and the Thermo Electron --------------------- Subsidiaries. "Thermo Electron Indemnitees" means Thermo Electron, each Affiliate of --------------------------- Thermo Electron (including Viasys Healthcare Inc . and its Subsidiaries) and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "Thermo Electron Subsidiaries" means all Subsidiaries _____________ Viasys Healthcare Inc – opinion as to the solvency of Thermo Electron and related matters immediately prior to and after giving effect to the Distribution and the distribution of shares of common stock of Viasys Healthcare Inc . by Thermo Electron to the stockholders of Thermo Electron. 7.10 Satisfaction or Waiver of Conditions. Any determination made by the Board of Directors of Thermo Electron on behalf _____________ dt 1463462
Preview Full Doc	2001	Plan and Agreement of Distribution Plan and Agreement of Distribution (72K) Doc #652843: Click preview link for longer preview. PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of November 15, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys ("Viasys Common Stock; and WHEREAS, Thermo . . . 652843	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution: Kadant Inc – Business" means all of the businesses and operations conducted at any time, whether prior to, on or after the Distribution Date, by any member of the Thermo Electron Group (including Kadant Inc . and its subsidiaries), other than the Viasys Business. "Thermo Electron Common Stock" means the Common Stock, $1.00 par value per share, of Thermo Electron. "Thermo Electron Group" means _____________ Kadant Inc – par value per share, of Thermo Electron. "Thermo Electron Group" means Thermo Electron and the Thermo Electron Subsidiaries. "Thermo Electron Indemnitees" means Thermo Electron, each Affiliate of Thermo Electron (including Kadant Inc . and its Subsidiaries) and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "Thermo Electron Subsidiaries" means all Subsidiaries _____________ Kadant Inc – opinion as to the solvency of Thermo Electron and related matters immediately prior to and after giving effect to the Distribution and the distribution of shares of common stock of Kadant Inc . by Thermo Electron to the stockholders of Thermo Electron. 7.11 SATISFACTION OR WAIVER OF CONDITIONS. Any determination made by the Board of Directors of Thermo Electron on behalf _____________ dt 1330367 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Plan and Agreement of Distribution: Viasys Healthcare Inc – AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of November 15, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc ., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys (" _____________ Viasys Healthcare Inc – as follows: Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 or to: Viasys Healthcare Inc . 700 South Henderson Road, Suite 202 King of Prussia, Pennsylvania 19406 Telephone: (610) 992-5881 Telecopier: 11.7 SUCCESSORS AND ASSIGNS. This Agreement and any of the rights and _____________ VIASYS HEALTHCARE INC – the parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi -------------------------------------- Theo Melas-Kyriazi Vice President and Chief Financial Officer VIASYS HEALTHCARE INC . By: /s/ Richard F. Syron -------------------------------------- Richard F. Syron Chairman of the Board {PAGE} SCHEDULE 9.4(b) (1) Operating Lease for Nicolet (2) Agreement Between Trex Medical and Tecomet ( _____________ dt 1463475
Preview Full Doc	2001	Plan and Agreement of Distribution Plan and Agreement of Distribution (71K) Doc #652910: Click preview link for longer preview. PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys ("Viasys Common Stock; and WHEREAS, Thermo Electron has . . . 652910	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution: Kadant Inc – BUSINESS" means all of the businesses and operations conducted at any time, whether prior to, on or after the Distribution Date, by any member of the Thermo Electron Group (including Kadant Inc . and its subsidiaries), other than the Viasys Business. "THERMO ELECTRON COMMON STOCK" means the Common Stock, $1.00 par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means _____________ Kadant Inc – par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means Thermo Electron and the Thermo Electron Subsidiaries. "THERMO ELECTRON INDEMNITEES" means Thermo Electron, each Affiliate of Thermo Electron (including Kadant Inc . and its Subsidiaries) and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "THERMO ELECTRON SUBSIDIARIES" means all Subsidiaries _____________ Kadant Inc – opinion as to the solvency of Thermo Electron and related matters immediately prior to and after giving effect to the Distribution and the distribution of shares of common stock of Kadant Inc . by Thermo Electron to the stockholders of Thermo Electron. 7.11 SATISFACTION OR WAIVER OF CONDITIONS. Any determination made by the Board of Directors of Thermo Electron on behalf _____________ dt 1330369 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Plan and Agreement of Distribution: Viasys Healthcare Inc – PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc ., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys (" _____________ Viasys Healthcare Inc – as follows: Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 or to: Viasys Healthcare Inc . 700 South Henderson Road, Suite 202 King of Prussia, Pennsylvania 19406 Telephone: (610) 992-5881 Telecopier: 11.7 SUCCESSORS AND ASSIGNS. This Agreement and any of the rights and _____________ VIASYS HEALTHCARE INC – action in violation of applicable law. 21 {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: ------------------------------------- Name: -------------------------------- Title: ------------------------------- VIASYS HEALTHCARE INC . By: ------------------------------------- Randy H. Thurman President and Chief Executive Officer 22 {PAGE} SCHEDULE 9.4(b) (1) Operating Lease for Nicolet (2) Agreement Between Trex Medical and Tecomet (3) Sub- _____________ dt 1463477
Preview Full Doc	2001	Plan and Agreement of Distribution Plan and Agreement of Distribution (73K) Doc #652950: Click preview link for longer preview. PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys ("Viasys Common Stock"); and WHEREAS, . . . 652950	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution: Kadant Inc – BUSINESS" means all of the businesses and operations conducted at any time, whether prior to, on or after the Distribution Date, by any member of the Thermo Electron Group (including Kadant Inc . and its subsidiaries), other than the Viasys Business. "THERMO ELECTRON COMMON STOCK" means the Common Stock, $1.00 par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means _____________ Kadant Inc – par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means Thermo Electron and the Thermo Electron Subsidiaries. "THERMO ELECTRON INDEMNITEES" means Thermo Electron, each Affiliate of Thermo Electron (including Kadant Inc . and its Subsidiaries) and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "THERMO ELECTRON SUBSIDIARIES" means all Subsidiaries _____________ Kadant Inc – opinion as to the solvency of Thermo Electron and related matters immediately prior to and after giving effect to the Distribution and the distribution of shares of common stock of Kadant Inc . by Thermo Electron to the stockholders of Thermo Electron. 7.11 SATISFACTION OR WAIVER OF CONDITIONS. Any determination made by the Board of Directors of Thermo Electron on behalf _____________ dt 1330370 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Plan and Agreement of Distribution: Viasys Healthcare Inc – PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc ., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys (" _____________ Viasys Healthcare Inc – PAGE} 19 Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 or to: Viasys Healthcare Inc . --------------------- --------------------- --------------------- Telephone: Telecopier: 11.7 SUCCESSORS AND ASSIGNS. This Agreement and any of the rights and obligations of each party hereunder shall not be assigned, in whole or in part, _____________ VIASYS HEALTHCARE INC – left blank] 21 {PAGE} 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: ______________________________________ Name:_________________________________ Title:________________________________ VIASYS HEALTHCARE INC . By: ______________________________________ Randy H. Thurman President and Chief Executive Officer 22 {PAGE} 23 SCHEDULE 9.4(b) (1) Operating Lease for Nicolet (2) Agreement Between Trex Medical and Tecomet _____________ dt 1463478
Preview Full Doc	2001	Plan and Agreement of Distribution Plan and Agreement of Distribution (71K) Doc #652987: Click preview link for longer preview. Draft of 7/18/01 PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of 3,000 shares of Common Stock, $.01 par value per share, of Viasys (" . . . 652987	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution: Kadant Inc – BUSINESS" means all of the businesses and operations conducted at any time, whether prior to, on or after the Distribution Date, by any member of the Thermo Electron Group (including Kadant Inc .), other than the Viasys Business. "THERMO ELECTRON COMMON STOCK" means the Common Stock, $1.00 par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means Thermo Electron and _____________ Kadant Inc – par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means Thermo Electron and the Thermo Electron Subsidiaries. "THERMO ELECTRON INDEMNITEES" means Thermo Electron, each Affiliate of Thermo Electron (including Kadant Inc . and its Subsidiaries) and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "THERMO ELECTRON SUBSIDIARIES" means all Subsidiaries _____________ Kadant Inc – opinion as to the solvency of Thermo Electron and related matters immediately prior to and after giving effect to the Distribution and the distribution of shares of common stock of Kadant Inc . by Thermo Electron to the stockholders of Thermo Electron. 7.11 DISTRIBUTION OF VIASYS CASH AND CASH EQUIVALENTS. Viasys shall have distributed to Thermo Electron all except for $__________ _____________ dt 1330371 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Plan and Agreement of Distribution: Viasys Healthcare Inc – PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc ., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of 3,000 shares of Common Stock, $.01 par value per share, of Viasys ("Viasys Common Stock"), comprising _____________ Viasys Healthcare Inc – as follows: Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 or to: Viasys Healthcare Inc . 81 Wyman Street P.O. Box 9046 18 {PAGE} 19 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 11.7 SUCCESSORS _____________ VIASYS HEALTHCARE INC – left blank] 21 {PAGE} 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: _____________________________ Name:____________________________ Title:___________________________ VIASYS HEALTHCARE INC . By: _____________________________ Randy H. Thurman President and Chief Executive Officer 22 {/TEXT} {/DOCUMENT} _____________ dt 1463479

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