of Construction 62
8.10 Assignment 62
Exhibit A HoldCo Stock Purchase Agreement
Exhibit B AP Purchase Agreement
Exhibit C Third Party Consents
Exhibit D Contract Modifications
INDEX OF DEFINED TERMS
401(k) Plans 5.9(c) Acquisition Proposal 5.3(g)(i) Acquisition 7.3(b)(iii)
Action of Divestiture 5.6(e) Agreement of Merger 1.2 Agreement Preamble Business
Day 1.2 Oregon Law Recitals Certificates 1.8(c) Change of Recommendation Notice
5.3(d)(iii) Change of Recommendation 5.3(d) Closing 1.2 Closing Date 1.2 COBRA
2.15(a) Code 1.8(d) Company Balance Sheet 2.4(b) Company Board Approval 2.21
Company Charter Documents 2.1(b) Company Common Stock 1.6(c)(i) Company
Disclosure Letter Article II Preamble Company Employee Plan 2.15(a) Company
Environmental Permits 2.12(d) Company Financials 2.4(b) Company Intellectual
Property 2.8(a) Company Material Contract 2.16(a) Company Options 2.2(b) Company
Preferred Stock 2.2(a) Company Products 2.8(a) Company Purchase Plans 1.6(g)
Company Registered Intellectual Property 2.8(a) Company Rights Agreement 2.2(a)
Company Rights 2.2(a) Company SEC Reports 2.4(a) Company Stock Option Plans
2.2(b) Company Warrants 1.6(d) Company Preamble Confidentiality Agreement 5.4(a)
Contract 2.2(d) Customary Severance Practices 2.15(h) Dissenting Shares 1.7(a)
DOJ 2.3(c) DOL 2.15(a) Effect 8.3(c) Effective Time 1.2 Employee Agreement
2.15(a) Employee 2.15(a) End Date 7.1(b) ERISA Affiliate 2.15(a) ERISA 2.15(a)
Exchange Act 2.3(c) Exchange Agent 1.8(a) Exchange Fund 1.8(b) Export Approvals
2.18(a) Fairness Opinion 2.22 FCPA 2.19 FTC 2.3(c) GAAP 2.4(b) Governmental
Authorizations 2.9 Governmental Entity 2.3(c) Hazardous Material 2.12(b)
Hazardous Materials Activities 2.12(b) HSR Act 2.3(c) Include, Includes,
Including 8.3(a) Indemnified Parties 5.10(a) Intellectual Property Rights 2.8(a)
Intellectual Property 2.8(a) International Employee Plan 2.15(a) IRS 2.15(a)
Knowledge 8.3(b) Lease Documents 2.7(b) Leased Real Property 2.7(a) Legal
Requirements 2.2(d) Liens 2.1(c) Material Adverse Effect 8.3(c) Merger
Consideration 1.6(c)(i) Merger Sub Common Stock 1.6(f) Merger Sub Preamble
Merger 1.1 Necessary Consents 2.3(c) Open Source 2.8(p) Option Ratio 5.9(a)
Parent Common Stock 5.1 Parent Preamble PBGC 2.15(a) Pension Plan 2.15(a) Person
8.3(d) Proxy Statement 2.20 PTO 2.8(b) Registered Intellectual Property 2.8(a)
Returns 2.6(b)(i) Securities Acts 2.4(a) Shareholders' Meeting 0 Shrink-Wrapped
Code 2.8(a) Source Code 2.8(a) Subsidiary Charter Documents 2.1(b) Subsidiary
2.1(a) Superior Offer 5.3(g)(ii) Surviving Corporation 1.1 Tax 2.6(a) Taxes
2.6(a) Termination Fee 7.3(b)(i) the business of 8.3(a) Trade Secrets 2.8(a)
Triggering Event 7.1 Voting Debt 2.2(c) WARN 2.15(a)
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as
of April 24 2006, by and among Omron Management Center of America, Inc., a
Delaware corporation ("Parent"), Scientific Technology Incorporated, a
California corporation ("Holdco"), and Scientific Technologies Incorporated, an
Oregon corporation (the "Company").
RECITALS
A. The respective Boards of Directors of Parent, Holdco and the Company have
deemed it advisable and in the best interests of their respective corporations
and shareholders that Parent and the Company consummate the business combination
and other transactions provided for herein.
B. The business combination is intended to comprise, in addition to the other
transactions provided for herein, three mutually conditioned transactions,
including the following: (1) the purchase by Parent of all of the outstanding
shares of capital stock of Holdco (which holds approximately 86% of the
outstanding common stock