{"id":43002,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-alcon-holdings-inc-and-summit.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-alcon-holdings-inc-and-summit","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-alcon-holdings-inc-and-summit.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Alcon Holdings Inc. and Summit Autonomous Inc."},"content":{"rendered":"<pre>                                                                  CONFORMED COPY\n\n\n================================================================================\n\n\n\n                          AGREEMENT AND PLAN OF MERGER\n\n\n\n                            Dated as of May 26, 2000,\n\n\n\n                                      Among\n\n\n\n                              ALCON HOLDINGS INC.,\n\n\n\n                             ALCON ACQUISITION CORP.\n\n\n\n                                       And\n\n\n\n                             SUMMIT AUTONOMOUS INC.\n\n\n\n================================================================================\n\n\n   2\n\n\n                    AGREEMENT AND PLAN OF MERGER dated as of May 26, 2000, among\n               ALCON HOLDINGS INC., a Delaware corporation (\"PARENT\"), ALCON\n               ACQUISITION CORP., a Massachusetts corporation (\"SUB\") and a\n               wholly owned subsidiary of Parent, and SUMMIT AUTONOMOUS INC., a\n               Massachusetts corporation (the \"COMPANY\") (formerly known as\n               Summit Technology, Inc.).\n\n\n          WHEREAS the respective Boards of Directors of Parent, Sub and the\nCompany have approved the acquisition of the Company by Parent on the terms and\nsubject to the conditions set forth in this Agreement;\n\n          WHEREAS, in furtherance of such acquisition, Parent proposes to cause\nSub to make a tender offer (as it may be amended from time to time as permitted\nunder this Agreement, the \"OFFER\") to purchase all the outstanding shares of\ncommon stock, par value $0.01 per share, of the Company (the \"COMPANY COMMON\nSTOCK\"), including the associated Company Rights (as defined in Section 3.03),\nat a price per share of Company Common Stock (including the associated Company\nRight) of $19.00, net to the seller in cash, on the terms and subject to the\nconditions set forth in this Agreement;\n\n          WHEREAS the respective Boards of Directors of Parent, Sub and the\nCompany have approved the merger (the \"MERGER\") of Sub into the Company, or (at\nthe election of Parent) the Company into Sub, on the terms and subject to the\nconditions set forth in this Agreement, whereby each issued share of Company\nCommon Stock not owned directly by Parent or the Company, other than Appraisal\nShares (as defined in Section 2.01(d)), shall be converted into the right to\nreceive the highest per share cash consideration paid pursuant to the Offer; and\n\n\n   3\n\n\n                                                                               2\n\n\n          WHEREAS Parent, Sub and the Company desire to make certain\nrepresentations, warranties, covenants and agreements in connection with the\nOffer and the Merger and also to prescribe various conditions to the Offer and\nthe Merger.\n\n          NOW, THEREFORE, the parties hereto agree as follows:\n\n\n                                    ARTICLE I\n\n                            THE OFFER AND THE MERGER\n\n          SECTION 1.01. THE OFFER. (a) Subject to the conditions of this\nAgreement, as promptly as practicable after the date of this Agreement (but in\nno event later than five business days after the public announcement of this\nAgreement), Sub shall, and Parent shall cause Sub to, commence the Offer within\nthe meaning of the applicable rules and regulations of the Securities and\nExchange Commission (the \"SEC\"). The obligation of Sub to, and of Parent to\ncause Sub to, commence the Offer and accept for payment, and pay for, any shares\nof Company Common Stock tendered pursuant to the Offer are subject to the\nconditions set forth in Exhibit A. The initial expiration date of the Offer\nshall be the 20th business day following the commencement of the Offer\n(determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities\nExchange Act of 1934, as amended (the \"EXCHANGE ACT\")). Sub expressly reserves\nthe right to waive any condition to the Offer or modify the terms of the Offer,\nexcept that, without the consent of the Company, Sub shall not and Parent shall\nnot permit Sub to (i) reduce the number of shares of Company Common Stock\nsubject to the Offer, (ii) reduce the price per share of Company Common Stock to\nbe paid pursuant to the Offer, (iii) waive or change the Minimum Tender\nCondition (as defined in Exhibit A), (iv) modify in any manner adverse to the\nholders of Company Common Stock or add to the conditions set forth in Exhibit A,\n(v) except as provided in the next sentence, extend the Offer or (vi) change the\nform of consideration payable in the Offer. Notwithstanding the foregoing, Sub\nmay, without the consent of the Company, (A) if at the scheduled or any extended\nexpiration date of the Offer (whether extended pursuant to this clause (A) or\notherwise) any of the conditions to Sub's obligation to purchase shares of\nCompany Common Stock are not satisfied or waived, extend the Offer for such\nperiod as Sub determines; PROVIDED that such extension shall be in increments of\nnot more than five business days if all of the conditions set\n\n\n   4\n\n\n                                                                               3\n\n\nforth in Exhibit A other than the Minimum Tender Condition have been satisfied\nor waived at such scheduled or extended expiration date, (B) extend the Offer\nfor any period required by any rule, regulation, interpretation or position of\nthe SEC or the staff thereof applicable to the Offer and (C) if at the scheduled\nor any extended expiration date of the Offer less than 90% of the Fully Diluted\nShares (as defined in Exhibit A) have been validly tendered and not withdrawn in\nthe Offer, extend the Offer for a period of not more than ten business days in\nthe aggregate beyond the latest expiration date that would otherwise be\npermitted under clause (A) or (B) of this sentence. In addition, Sub may make\navailable a \"subsequent offering period\", in accordance with Rule 14d-11 of the\nExchange Act. In the event that the Minimum Tender Condition has not been\nsatisfied or waived at the scheduled expiration date of the Offer, at the\nrequest of the Company, Sub shall, and Parent shall cause Sub to, extend the\nexpiration date of the Offer in such increments as Sub may determine until the\nearliest to occur of (w) the satisfaction or waiver of such condition, (x)\nParent reasonably determines that such condition to the Offer is not capable of\nbeing satisfied on or prior to the Outside Date (as defined in Section\n8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms\nand (z) the Outside Date. On the terms and subject to the conditions of the\nOffer and this Agreement, Sub shall accept for payment and pay for all shares of\nCompany Common Stock validly tendered and not withdrawn pursuant to the Offer\nthat Sub becomes obligated to purchase pursuant to the Offer as soon as\npracticable after the expiration of the Offer.\n\n          (b) On the date of commencement of the Offer, Parent and Sub shall\nfile with the SEC a Tender Offer Statement on Schedule TO with respect to the\nOffer, which shall contain an offer to purchase and a related letter of\ntransmittal and summary advertisement (such Schedule TO and the documents\nincluded therein pursuant to which the Offer will be made, together with any\nsupplements or amendments thereto, the \"OFFER DOCUMENTS\"). Each of Parent, Sub\nand the Company shall promptly correct any information provided by it for use in\nthe Offer Documents if and to the extent that such information shall have become\nfalse or misleading in any material respect, and each of Parent and Sub shall\ntake all steps necessary to amend or supplement the Offer Documents and to cause\nthe Offer Documents as so amended or supplemented to be filed with the SEC and\nto be disseminated to the Company's stockholders, in each case as and to the\nextent required by applicable Federal securities laws. Parent and Sub shall give\nthe Company and its counsel a reasonable opportunity to review and comment on\nthe Offer\n\n\n   5\n\n\n                                                                               4\n\n\nDocuments prior to their being filed with the SEC or disseminated to the\nstockholders of the Company. Parent and Sub shall provide the Company and its\ncounsel in writing with any comments Parent, Sub or their counsel may receive\nfrom the SEC or its staff with respect to the Offer Documents promptly after the\nreceipt of such comments and shall provide the Company and its counsel with a\nreasonable opportunity to participate in the response of Parent or Sub to such\ncomments.\n\n          (c)  Prior to the expiration of the Offer, Parent shall provide or\ncause to be provided to Sub on a timely basis the funds necessary to purchase\nany shares of Company Common Stock that Sub becomes obligated to purchase\npursuant to the Offer.\n\n          SECTION 1.02. COMPANY ACTIONS. (a) Subject to Section 5.02(b), the\nCompany hereby approves of and consents to the Offer, the Merger and the other\ntransactions contemplated by this Agreement (collectively, the \"TRANSACTIONS\").\n\n          (b)  On the date the Offer Documents are filed with the SEC, the\nCompany shall file with the SEC a Solicitation\/Recommendation Statement on\nSchedule 14D-9 with respect to the Offer, including an information statement\n(such Schedule 14D-9, as amended and supplemented from time to time, the\n\"SCHEDULE 14D-9\"), describing the recommendations referred to in Section\n3.04(b), or any permitted withdrawal or modification in accordance with Section\n5.02(b), and shall mail the Schedule 14D-9 (including in the information\nstatement) to the holders of Company Common Stock. Each of the Company, Parent\nand Sub shall promptly correct any information provided by it for use in the\nSchedule 14D-9 if and to the extent that such information shall have become\nfalse or misleading in any material respect, and the Company shall take all\nsteps necessary to amend or supplement the Schedule 14D-9 and to cause the\nSchedule 14D-9 as so amended or supplemented to be filed with the SEC and\ndisseminated to the Company's stockholders, in each case as and to the extent\nrequired by applicable Federal securities laws. The Company shall provide Parent\nand its counsel in writing with any comments the Company or its counsel may\nreceive from the SEC or its staff with respect to the Schedule 14D-9 promptly\nafter the receipt of such comments.\n\n          (c)  In connection with the Offer, the Company shall cause its\ntransfer agent to furnish Sub as promptly as is reasonably practicable with\nmailing labels containing the names and addresses of the record holders of\nCompany Common\n\n\n   6\n\n\n                                                                               5\n\n\nStock as of a recent date and of those persons becoming record holders\nsubsequent to such date, together with copies of all lists of stockholders,\nsecurity position listings and computer files and all other information as Sub\nmay reasonably request in the Company's possession or control regarding the\nbeneficial owners of Company Common Stock, and shall furnish to Sub such\ninformation and assistance (including updated lists of stockholders, security\nposition listings and computer files) as Parent may reasonably request in\ncommunicating the Offer to the Company's stockholders. Subject to the\nrequirements of applicable Law (as defined in Section 3.05), and except for such\nsteps as are necessary to disseminate the Offer Documents and any other\ndocuments necessary to consummate the Transactions, Parent and Sub shall hold in\nconfidence pursuant to the Confidentiality Agreement (as defined in Section\n6.02) the information contained in any such labels, listings and files, shall\nuse such information only for the purpose of communicating the Offer and\ndisseminating any other documents necessary to consummate the Offer, the Merger\nand the other Transactions and, if this Agreement shall be terminated, shall,\nupon request, deliver to the Company all copies of such information then in\ntheir possession.\n\n          SECTION 1.03. THE MERGER. On the terms and subject to the satisfaction\nor waiver of the conditions set forth in this Agreement, and in accordance with\nthe Massachusetts Business Corporation Law (the \"BCL\"), Sub shall be merged with\nand into the Company at the Effective Time (as defined in Section 1.05). At the\nEffective Time, the separate corporate existence of Sub shall cease and the\nCompany shall continue as the surviving corporation (the \"SURVIVING\nCORPORATION\"). The Surviving Corporation shall possess all the rights,\nprivileges, immunities, powers and franchises of the Company and Sub, and the\nSurviving Corporation shall by operation of law become liable for all of the\ndebts, liabilities and duties of the Company and Sub. The name of the Surviving\nCorporation shall be Summit Autonomous Inc. and the purpose thereof shall be as\nset forth in Section 2 of the Articles of Organization of the Surviving\nCorporation. Notwithstanding the foregoing, Parent may elect at any time prior\nto the Merger, instead of merging Sub into the Company as provided above, to\nmerge the Company with and into Sub; PROVIDED, HOWEVER, that the Company shall\nnot be deemed to have breached any of its representations, warranties or\ncovenants set forth in this Agreement solely by reason of such election. In such\nevent, the parties shall execute an appropriate amendment to this Agreement to\nreflect the foregoing. At the election of Parent, any direct or indirect wholly\nowned subsidiary of Parent may be substituted for Sub as a constituent\n\n\n   7\n\n\n                                                                               6\n\n\ncorporation in the Merger. In such event, the parties shall execute an\nappropriate amendment to this Agreement in order to reflect the foregoing.\n\n          SECTION 1.04. CLOSING. The closing (the \"CLOSING\") of the Merger shall\ntake place at the offices of Cravath, Swaine &amp; Moore, 825 Eighth Avenue, New\nYork, New York 10019 at 10:00 a.m. on the second business day following the\nsatisfaction (or, to the extent permitted by Law, waiver by all parties) of the\nconditions set forth in Article VII, or at such other place, time and date as\nshall be agreed in writing between Parent and the Company. The date on which the\nClosing occurs is referred to in this Agreement as the \"CLOSING DATE\".\n\n          SECTION 1.05. EFFECTIVE TIME. Prior to the Closing, Parent shall\nprepare and give the Company and its counsel the opportunity to review, and on\nthe Closing Date or as soon as practicable thereafter Parent shall file with the\nSecretary of State of The Commonwealth of Massachusetts, articles of merger or\nother appropriate documents (in any such case, the \"ARTICLES OF MERGER\")\nexecuted in accordance with the relevant provisions of the BCL and shall make\nall other filings or recordings required under the BCL. The Merger shall become\neffective at such time as the Articles of Merger is duly filed with such\nSecretary of State, or at such other time as Parent and the Company shall agree\nand specify in the Articles of Merger (the time the Merger becomes effective\nbeing the \"EFFECTIVE TIME\").\n\n          SECTION 1.06. EFFECTS. The Merger shall have the effects set forth in\nSection 80 of the BCL.\n\n          SECTION 1.07. ARTICLES OF ORGANIZATION AND BY-LAWS. (a) The Articles\nof Organization of the Company shall be amended and restated at the Effective\nTime to read in the form of Exhibit B, and, as so amended, such Articles of\nOrganization shall be the Articles of Organization of the Surviving Corporation\nuntil thereafter changed or amended as provided therein or by applicable Law.\n\n          (b) Subject to Section 6.06, the By-laws of Sub as in effect\nimmediately prior to the Effective Time shall be the By-laws of the Surviving\nCorporation until thereafter changed or amended as provided therein or by\napplicable Law.\n\n          SECTION 1.08. DIRECTORS. At the Closing, Parent shall designate the\ndirectors of the Surviving Corporation and such directors shall hold office\nuntil the earlier of their resignation or removal or until their respective\n\n\n   8\n\n\n                                                                               7\n\n\nsuccessors are duly elected and qualified, as the case may be.\n\n          SECTION 1.09. OFFICERS. At the Closing, Parent shall designate the\nofficers of the Surviving Corporation and such officers shall hold office until\nthe earlier of their resignation or removal or until their respective successors\nare duly elected or appointed and qualified, as the case may be.\n\n\n                                   ARTICLE II\n\n                       EFFECT ON THE CAPITAL STOCK OF THE\n               CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES\n\n          SECTION 2.01. EFFECT ON CAPITAL STOCK. At the Effective Time, by\nvirtue of the Merger and without any action on the part of the holder of any\nshares of Company Common Stock or any shares of capital stock of Sub:\n\n          (a) CAPITAL STOCK OF SUB. Each issued and outstanding share of capital\nstock of Sub shall be converted into and become a number of fully paid and\nnonassessable shares of common stock, par value $0.01 per share, of the\nSurviving Corporation (\"SURVIVING CORPORATION COMMON STOCK\") equal to (i) the\nnumber of shares of Company Common Stock outstanding immediately prior to\nEffective Time (excluding any shares of Company Common Stock that are owned by\nany subsidiary of the Company or Parent other than Sub) divided by (ii) 1,000;\nPROVIDED, HOWEVER, that if the aggregate number of shares of Surviving\nCorporation Common Stock into which the capital stock of Sub is to be converted\npursuant to this Section 2.01(a) is not a whole number, such number shall be\nrounded up to the next higher whole number.\n\n          (b) CANCELATION OF TREASURY STOCK AND PARENT-OWNED STOCK. Each share\nof Company Common Stock that is owned directly by the Company, Parent or Sub\nshall no longer be outstanding and shall automatically be canceled and retired\nand shall cease to exist, and no other consideration shall be delivered or\ndeliverable in exchange therefor. Each share of Company Common Stock that is\nowned by any subsidiary of the Company or Parent (other than Sub) shall\nautomatically be converted into one fully paid and nonassessable share of\nSurviving Corporation Common Stock.\n\n          (c) CONVERSION OF COMPANY COMMON STOCK. (1) Subject to Sections\n2.01(b) and 2.01(d), each issued share of Company Common Stock shall be\nconverted into the\n\n\n   9\n\n\n\n                                                                               8\n\n\nright to receive in cash the highest price per share of Company Common Stock\npaid pursuant to the Offer.\n\n          (2) The cash payable upon the conversion of shares of Company Common\nStock pursuant to this Section 2.01(c) is referred to collectively as the\n\"MERGER CONSIDERATION\". As of the Effective Time, all such shares of Company\nCommon Stock shall no longer be outstanding and shall automatically be canceled\nand retired and shall cease to exist, and each holder of a certificate\nrepresenting any such shares of Company Common Stock shall cease to have any\nrights with respect thereto, except the right to receive Merger Consideration\nupon surrender of such certificate in accordance with Section 2.02, without\ninterest.\n\n          (d) APPRAISAL RIGHTS. Notwithstanding anything in this Agreement to\nthe contrary, shares (\"APPRAISAL SHARES\") of Company Common Stock that are\noutstanding immediately prior to the Effective Time and that are held by any\nperson who is entitled to demand and properly demands appraisal of such\nAppraisal Shares pursuant to, and who complies in all respects with, Sections 86\nthrough 97 of the BCL (the \"APPRAISAL PROVISIONS\") shall not be converted into\nMerger Consideration as provided in Section 2.01(c), but rather the holders of\nAppraisal Shares shall be entitled to payment of the fair value of such\nAppraisal Shares in accordance with the Appraisal Provisions; PROVIDED, HOWEVER,\nthat if any such holder shall fail to perfect or otherwise shall waive, withdraw\nor lose the right to appraisal under the Appraisal Provisions, then the right of\nsuch holder to be paid the fair value of such holder's Appraisal Shares shall\ncease and such Appraisal Shares shall be deemed to have been converted as of the\nEffective Time into, and to have become exchangeable solely for the right to\nreceive, Merger Consideration as provided in Section 2.01(c). The Company shall\nserve prompt notice to Parent of any demands received by the Company for\nappraisal of any shares of Company Common Stock, and Parent shall have the right\nto participate in and direct all negotiations and proceedings with respect to\nsuch demands. Prior to the Effective Time, the Company shall not, without the\nprior written consent of Parent, make any payment with respect to, or settle or\noffer to settle, any such demands, or agree to do any of the foregoing.\n\n          SECTION 2.02. EXCHANGE OF CERTIFICATES. (a) PAYING AGENT. Prior to the\nEffective Time, Parent shall select a bank or trust company in the United\nStates, reasonably acceptable to the Company, to act as paying agent (the\n\"PAYING AGENT\") for the payment of the Merger Consideration upon surrender of\ncertificates representing\n\n\n   10\n\n\n                                                                               9\n\n\nCompany Common Stock. Parent shall take all steps necessary to enable and cause\nthe Surviving Corporation to provide to the Paying Agent on a timely basis, as\nand when needed after the Effective Time, cash necessary to pay for the shares\nof Company Common Stock converted into the right to receive cash pursuant to\nSection 2.01(c) (such cash being hereinafter referred to as the \"EXCHANGE\nFUND\"). If for any reason (including losses) the Exchange Fund is inadequate to\npay the amounts to which holders of shares of Company Common Stock shall be\nentitled under this Section 2.02(a), Parent shall take all steps necessary to\nenable or cause the Surviving Corporation promptly to deposit in trust\nadditional cash with the Paying Agent sufficient to make all payments required\nunder this Agreement, and Parent and the Surviving Corporation shall in any\nevent be liable for payment thereof. The Exchange Fund shall not be used for any\npurpose except as expressly provided in this Agreement.\n\n          (b) EXCHANGE PROCEDURES. As soon as reasonably practicable after the\nEffective Time, the Surviving Corporation shall cause the Paying Agent to mail\nto each holder of record of a certificate or certificates (the \"CERTIFICATES\")\nthat immediately prior to the Effective Time represented outstanding shares of\nCompany Common Stock whose shares were converted into the right to receive\nMerger Consideration pursuant to Section 2.01, (i) a letter of transmittal\n(which shall specify that delivery shall be effected, and risk of loss and title\nto the Certificates shall pass, only upon delivery of the Certificates to the\nPaying Agent and shall be in such form and have such other provisions as Parent\nmay reasonably specify) and (ii) instructions for use in effecting the surrender\nof the Certificates in exchange for Merger Consideration. Upon surrender of a\nCertificate for cancelation to the Paying Agent, together with such letter of\ntransmittal, duly executed, and such other documents as may reasonably be\nrequired by the Paying Agent, the holder of such Certificate shall be entitled\nto receive in exchange therefor the amount of cash into which the shares of\nCompany Common Stock theretofore represented by such Certificate shall have been\nconverted pursuant to Section 2.01, and the Certificate so surrendered shall\nforthwith be canceled. In the event of a transfer of ownership of Company Common\nStock that is not registered in the transfer records of the Company, payment may\nbe made to a person other than the person in whose name the Certificate so\nsurrendered is registered, if such Certificate shall be properly endorsed or\notherwise be in proper form for transfer and the person requesting such payment\nshall pay any transfer or other taxes required by reason of the payment to a\nperson other than the registered holder of such Certificate or establish to the\nsatisfaction\n\n\n   11\n\n\n                                                                              10\n\n\nof Parent that such tax has been paid or is not applicable. Until surrendered as\ncontemplated by this Section 2.02, each Certificate shall be deemed at any time\nafter the Effective Time to represent only the right to receive upon such\nsurrender the amount of cash, without interest, into which the shares of Company\nCommon Stock theretofore represented by such Certificate have been converted\npursuant to Section 2.01. If any holder of shares of Company Common Stock shall\nbe unable to surrender such holder's Certificates because such Certificates have\nbeen lost, mutilated or destroyed, such holder may deliver in lieu thereof an\naffidavit and indemnity bond in form and substance and with surety reasonably\nsatisfactory to the Surviving Corporation. No interest shall be paid or accrue\non the cash payable upon surrender of any Certificate.\n\n          (c) NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK. The Merger\nConsideration paid in accordance with the terms of this Article II upon\nconversion of any shares of Company Common Stock shall be deemed to have been\npaid in full satisfaction of all rights pertaining to such shares of Company\nCommon Stock, and after the Effective Time there shall be no further\nregistration of transfers on the stock transfer books of the Surviving\nCorporation of shares of Company Common Stock that were outstanding immediately\nprior to the Effective Time. If, after the Effective Time, any certificates\nformerly representing shares of Company Common Stock are presented to the\nSurviving Corporation or the Paying Agent for any reason, they shall be canceled\nand exchanged as provided in this Article II.\n\n          (d) TERMINATION OF EXCHANGE FUND. Any portion of the Exchange Fund\nthat remains undistributed to the holders of Company Common Stock for six months\nafter the Effective Time shall be delivered to Parent, upon demand, and any\nholder of Company Common Stock who has not theretofore complied with this\nArticle II shall thereafter look only to Parent for payment of its claim for\nMerger Consideration.\n\n          (e) NO LIABILITY. None of Parent, Sub, the Company or the Paying Agent\nshall be liable to any person in respect of any cash from the Exchange Fund\ndelivered to a public official pursuant to any applicable abandoned property,\nescheat or similar Law. If any Certificate has not been surrendered prior to\nfive years after the Effective Time (or immediately prior to such earlier date\non which Merger Consideration in respect of such Certificate would otherwise\nescheat to or become the property of any Governmental Entity (as defined in\nSection 3.05)), any such shares, cash, dividends or distributions in respect of\nsuch Certificate shall, to the extent permitted by applicable\n\n\n   12\n\n\n                                                                              11\n\n\nLaw, become the property of the Surviving Corporation, free and clear of all\nclaims or interest of any person previously entitled thereto.\n\n          (f) INVESTMENT OF EXCHANGE FUND. The Paying Agent shall invest any\ncash included in the Exchange Fund, as directed by Parent, on a daily basis. Any\ninterest and other income resulting from such investments shall be paid to\nParent.\n\n          (g) WITHHOLDING RIGHTS. Parent shall be entitled to deduct and\nwithhold from the consideration otherwise payable to any holder of Company\nCommon Stock pursuant to this Agreement such amounts as may be required to be\ndeducted and withheld with respect to the making of such payment under the Code\n(as defined in Section 3.11), or under any provision of state, local or foreign\ntax Law.\n\n          (h) CHARGES AND EXPENSES. The Surviving Corporation shall pay all\ncharges and expenses, including those of the Paying Agent, in connection with\nthe exchange of cash for shares of Company Common Stock.\n\n\n                                   ARTICLE III\n\n                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n          The Company represents and warrants to Parent and Sub as follows:\n\n          SECTION 3.01. ORGANIZATION, STANDING AND POWER. Each of the Company\nand each of its subsidiaries (the \"COMPANY SUBSIDIARIES\") is duly organized,\nvalidly existing and in good standing under the laws of the jurisdiction in\nwhich it is organized and has full corporate power and authority and possesses\nall governmental franchises, licenses, permits, authorizations and approvals,\nand has made all filings, registrations and declarations, in each case whether\ndomestic or foreign, necessary to enable it to own, lease or otherwise hold its\nproperties and assets and to conduct its businesses as presently conducted,\nincluding all licenses, approvals and registrations by or with the U.S. Food and\nDrug Administration (the \"FDA\"), and all other Governmental Entities performing\nsimilar functions, necessary for the sale and distribution of its products in\nall jurisdictions in which such products are sold or distributed, in each case\nother than such franchises, licenses, permits, authorizations, approvals,\nfilings, registrations and declarations the lack of which, individually and in\nthe aggregate, has not had and would not\n\n\n   13\n\n\n\n                                                                              12\n\n\nreasonably be expected to have a material adverse effect on the Company and the\nCompany Subsidiaries, taken as a whole, a material adverse effect on the ability\nof the Company to perform its obligations under this Agreement or a material\nadverse effect on the ability of the Company to consummate the Offer, the Merger\nand the other Transactions (a \"COMPANY MATERIAL ADVERSE EFFECT\"). The Company\nand each Company Subsidiary is duly qualified to do business in each\njurisdiction where the nature of its business or their ownership or leasing of\nits properties make such qualification necessary except where the failure to so\nqualify has not had and would not reasonably be expected to have a Company\nMaterial Adverse Effect. The Company has made available to Parent true and\ncomplete copies of the articles of organization of the Company, as amended to\nthe date of this Agreement (as so amended, the \"COMPANY CHARTER\"), and the\nby-laws of the Company, as amended to the date of this Agreement (as so amended,\nthe \"COMPANY BY-LAWS\"), and the comparable charter and organizational documents\nof each Company Subsidiary, in each case as amended through the date of this\nAgreement.\n\n          SECTION 3.02. COMPANY SUBSIDIARIES; EQUITY INTERESTS. (a) The letter,\ndated as of the date of this Agreement, from the Company to Parent and Sub (the\n\"COMPANY DISCLOSURE LETTER\") lists each Company Subsidiary and its jurisdiction\nof organization. All the outstanding shares of capital stock of each\n\"significant subsidiary\" (as defined in Regulation S-X of the Federal securities\nlaws) (\"SIGNIFICANT SUBSIDIARY\") of the Company have been validly issued and are\nfully paid and nonassessable and, except as set forth in the Company Disclosure\nLetter, are owned by the Company, by another Significant Subsidiary of the\nCompany or by the Company and another Significant Subsidiary of the Company,\nfree and clear of all pledges, liens, charges, mortgages, encumbrances and\nsecurity interests of any kind or nature whatsoever (collectively, \"LIENS\").\n\n          (b) Except for its interests in the Company Subsidiaries and except\nfor the ownership interests set forth in the Company Disclosure Letter, the\nCompany does not own, directly or indirectly, any capital stock, membership\ninterest, partnership interest, joint venture interest or other equity interest\nin any person.\n\n          SECTION 3.03. CAPITAL STRUCTURE. The authorized capital stock of the\nCompany consists of 100,000,000 shares of Company Common Stock and 5,000,000\nshares of preferred stock, par value $0.01 per share (together with the Company\nCommon Stock, the \"COMPANY CAPITAL STOCK\"). At the close of business on May 25,\n2000, (i) 46,892,798 shares of Company\n\n\n   14\n\n\n                                                                              13\n\n\nCommon Stock were issued and outstanding, (ii) 164,715 shares of Company Common\nStock were held by the Company in its treasury, (iii) 3,980,328 shares of\nCompany Common Stock were subject to outstanding Company Stock Options (as\ndefined in Section 6.04) and 2,209,747 additional shares of Company Common Stock\nwere reserved for issuance pursuant to the Company Stock Plans (as defined in\nSection 6.04), (iv) 42,471 shares of Company Common Stock were subject to\noutstanding Company Warrants (as defined below) and (v) 100,000 shares of Series\nA Preferred Stock, par value $.01 per share, of the Company were reserved for\nissuance in connection with the rights (the \"COMPANY RIGHTS\") issued pursuant to\nthe Rights Agreement dated as of March 28, 2000 (as amended from time to time,\nthe \"COMPANY RIGHTS AGREEMENT\"), between the Company and Fleet National Bank, as\nRights Agent. Except as set forth above, at the close of business on May 26,\n2000, no shares of capital stock or other voting securities of the Company were\nissued, reserved for issuance or outstanding. There are no outstanding Company\nSARs (as defined in Section 6.04) that were not granted in tandem with a related\nCompany Stock Option. All outstanding shares of Company Capital Stock are, and\nall such shares that may be issued prior to the Effective Time will be when\nissued, duly authorized, validly issued, fully paid and nonassessable and not\nsubject to or issued in violation of any purchase option, call option, right of\nfirst refusal, preemptive right, subscription right or any similar right under\nany provision of the BCL, the Company Charter, the Company By-laws or any\nContract (as defined in Section 3.05) to which the Company is a party or\notherwise bound. There are not any bonds, debentures, notes or other\nindebtedness of the Company having the right to vote (or convertible into, or\nexchangeable for, securities having the right to vote) on any matters on which\nholders of Company Common Stock may vote (\"VOTING COMPANY DEBT\"). Except as set\nforth above, as of the date of this Agreement, there are not any options,\nwarrants, rights, convertible or exchangeable securities, \"phantom\" stock\nrights, stock appreciation rights, stock-based performance units, commitments,\nContracts, arrangements or undertakings of any kind to which the Company or any\nCompany Subsidiary is a party or by which any of them is bound (i) obligating\nthe Company or any Company Subsidiary to issue, deliver or sell, or cause to be\nissued, delivered or sold, additional shares of capital stock or other equity\ninterests in, or any security convertible or exercisable for or exchangeable\ninto any capital stock of or other equity interest in, the Company or of any\nCompany Subsidiary or any Voting Company Debt, (ii) obligating the Company or\nany Company Subsidiary to issue, grant, extend or enter into any such option,\nwarrant, call, right, security, commitment, Contract,\n\n\n   15\n\n\n                                                                              14\n\n\narrangement or undertaking or (iii) that give any person the right to receive\nany economic benefit or right similar to or derived from the economic benefits\nand rights occurring to holders of Company Capital Stock. As of the date of this\nAgreement, there are not any outstanding contractual obligations of the Company\nor any Company Subsidiary to repurchase, redeem or otherwise acquire any shares\nof capital stock of the Company or any Company Subsidiary. The Company has\ndelivered to Parent a complete and correct copy of the Company Rights Agreement,\nas amended to the date of this Agreement. \"WARRANTS\" means warrants to purchase\nCompany Common Stock assumed in connection with the Company's acquisition of\nAutonomous Technologies Corporation, a Florida corporation, on April 29, 1999.\n\n          SECTION 3.04. AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY. (a)\nThe Company has all requisite corporate power and authority to execute and\ndeliver this Agreement and, subject to the Company Stockholder Approval (as\ndefined below) with respect to the Merger if required by Law, to consummate the\nTransactions. The execution and delivery by the Company of this Agreement and\nthe consummation by the Company of the Transactions have been duly authorized by\nall necessary corporate action on the part of the Company, subject, in the case\nof the Merger, to receipt of the Company Stockholder Approval (as defined in\nSection 3.04(c)). The Company has duly executed and delivered this Agreement,\nand this Agreement constitutes its legal, valid and binding obligation (subject\nto the Company Stockholder Approval with respect to the Merger if required by\nLaw), enforceable against it in accordance with its terms, except to the extent\nthat enforceability may be limited by bankruptcy, insolvency, reorganization,\nmoratorium, fraudulent transfer or other similar laws of general applicability\nrelating to or affecting the enforcement of creditors' rights and by the effect\nof the principles of equity (regardless of whether enforceability is considered\nin a proceeding in equity or at law).\n\n          (b) The Board of Directors of the Company (the \"COMPANY BOARD\"), at a\nmeeting duly called and held, duly and unanimously adopted resolutions (i)\napproving this Agreement, the Offer, the Merger and the other Transactions, (ii)\ndetermining that the terms of the Offer, the Merger and the other Transactions\nare fair to and in the best interests of the Company and its stockholders, (iii)\nrecommending that the holders of Company Common Stock accept the Offer and\ntender their shares of Company Common Stock pursuant to the Offer and (iv)\nrecommending that the Company's stockholders approve this Agreement. Such\nresolutions are sufficient to render inapplicable to Parent and Sub and this\nAgreement,\n\n\n   16\n\n\n                                                                              15\n\nthe Offer, the Merger and the other Transactions the provisions of Chapter 110C\n(assuming the requirement that the terms of the Offer be furnished to\nshareholders is satisfied), Chapter 110D and Chapter 110F of the BCL. To the\nCompany's knowledge, no other state takeover statute or similar statute or\nregulation applies or purports to apply to the Company with respect to this\nAgreement, the Offer, the Merger or any other Transaction. The Company has been\nadvised by each of its directors and executive officers that, as of the date of\nthis Agreement, each such person intends to tender all shares of Company Common\nStock owned by such person pursuant to the Offer, except to the extent of any\nrestrictions created by Section 16(b) of the Exchange Act.\n\n          (c) The only vote of holders of any class or series of Company Capital\nStock necessary to approve and adopt this Agreement and the Merger is the\napproval of this Agreement by the holders of two-thirds of the outstanding\nCompany Common Stock (the \"COMPANY STOCKHOLDER APPROVAL\"). The affirmative vote\nof the holders of Company Capital Stock, or any of them, is not necessary to\nconsummate the Offer or any Transaction other than the Merger.\n\n          SECTION 3.05. NO CONFLICTS; CONSENTS. (a) Except as set forth in the\nCompany Disclosure Letter, the execution and delivery by the Company of this\nAgreement do not, and the consummation of the Offer, the Merger and the other\nTransactions (other than the transactions set forth in Section 6.13) and\ncompliance with the terms hereof (other than Section 6.13) will not, result in\nany violation of or default (with or without notice or lapse of time, or both)\nunder, or give rise to a right of termination, cancelation or acceleration of\nany obligation or to loss of a material benefit under, or to increased,\nadditional, accelerated or guaranteed rights or entitlements of any person\nunder, or result in the creation of any Lien upon any of the properties or\nassets of the Company or any Company Subsidiary under, any provision of (i) the\nCompany Charter, the Company By-laws or the comparable charter or organizational\ndocuments of any Company Subsidiary, (ii) any contract, lease, license,\nindenture, note, bond, agreement, permit, concession, franchise or other\ninstrument (a \"CONTRACT\") to which the Company or any Company Subsidiary is a\nparty or by which any of their respective properties or assets is bound or (iii)\nsubject to the filings and other matters referred to in Section 3.05(b), any\njudgment, order, injunction or decree, domestic or foreign (\"JUDGMENT\"), or\nstatute, law (including common law), legislation, interpretation, ordinance,\nrule or regulation, domestic or foreign (\"LAW\"), applicable to the Company or\nany Company\n\n\n   17\n\n\n                                                                              16\n\n\nSubsidiary or their respective properties or assets, other than, in the case of\nclauses (ii) and (iii) above, any such items that, individually and in the\naggregate, have not had and would not reasonably be expected to have a Company\nMaterial Adverse Effect.\n\n          (b) No consent, approval, license, permit, order or authorization\n(\"CONSENT\") of, or registration, declaration or filing with, any Federal, state,\nlocal or foreign government or any court of competent jurisdiction,\nadministrative agency or commission or other governmental authority or\ninstrumentality, domestic or foreign (a \"GOVERNMENTAL ENTITY\") is required to be\nobtained or made by or with respect to the Company or any Company Subsidiary in\nconnection with the execution, delivery and performance of this Agreement or the\nconsummation of the Transactions (other than the transactions set forth in\nSection 6.13), other than (i) compliance with and filings under the Hart-\nScott-Rodino Antitrust Improvements Act of 1976, as amended (the \"HSR ACT\"),\n(ii) the filing with the SEC of (A) the Schedule 14D-9, (B) a proxy or\ninformation statement relating to the approval of this Agreement by the\nCompany's stockholders (the \"PROXY STATEMENT\"), (C) any information statement\n(the \"INFORMATION STATEMENT\") required under Rule 14f-1 in connection with the\nOffer and (D) such reports under Section 13 of the Exchange Act as may be\nrequired in connection with this Agreement, the Offer, the Merger and the other\nTransactions, (iii) the filing of the Articles of Merger with the Secretary of\nState of The Commonwealth of Massachusetts and appropriate documents with the\nrelevant authorities of the other jurisdictions in which the Company is\nqualified to do business, (iv) such filings as may be required in connection\nwith the taxes described in Section 6.09, (v) compliance with and filings under\nthe Laws of the European Union, Brazil, Germany, Ireland, Italy, the Netherlands\nand certain other foreign jurisdictions, in each case if and to the extent\nrequired, and (vi) such other items that, individually and in the aggregate,\nhave not had and would not reasonably be expected to have a Company Material\nAdverse Effect.\n\n          (c) The Company and the Company Board have taken all action necessary\nto (i) render the Company Rights inapplicable to this Agreement, the Offer, the\nMerger and the other Transactions and (ii) ensure that (A) neither Parent nor\nany of its stockholders, affiliates or associates is or will become an\n\"Acquiring Person\" (as defined in the Company Rights Agreement) by reason of\nthis Agreement, the Offer, the Merger or any other Transaction), (B) a\n\"Distribution Date\" (as defined in the Company Rights Agreement) shall not occur\nby reason of this Agreement, the\n\n\n   18\n\n\n                                                                              17\n\n\nOffer, the Merger or any other Transaction and (C) the Company Rights shall\nexpire immediately prior to the Effective Time.\n\n          SECTION 3.06. SEC DOCUMENTS; UNDISCLOSED LIABILITIES. The Company has\nfiled all reports, schedules, forms, statements and other documents required to\nbe filed by the Company with the SEC since January 1, 1998 (the \"COMPANY SEC\nDOCUMENTS\"). As of its respective date, each Company SEC Document complied in\nall material respects with the requirements of the Exchange Act or the\nSecurities Act of 1933, as amended (the \"SECURITIES ACT\"), as the case may be,\nand the rules and regulations of the SEC promulgated thereunder applicable to\nsuch Company SEC Document, and did not contain any untrue statement of a\nmaterial fact or omit to state a material fact required to be stated therein or\nnecessary in order to make the statements therein, in light of the circumstances\nunder which they were made, not misleading. As of the date of this Agreement,\nthe Company's Annual Report on Form 10-K for the fiscal year ended December 31,\n1999 (filed on March 30, 2000) (the \"1999 FORM 10-K\"), its definitive Proxy\nStatement with respect to its 2000 Special Meeting (filed on April 19, 2000),\nits Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (filed on\nMay 12, 2000), and its Current Report on Form 8-K (filed on May 12, 2000)\n(collectively, the \"2000 SEC DOCUMENTS\") taken together do not contain any\nuntrue statement of a material fact or omit to state any material fact required\nto be stated therein or necessary in order to make the statements therein, in\nlight of the circumstances under which they were made, not misleading. The\nconsolidated financial statements of the Company included in the Company SEC\nDocuments comply as to form in all material respects with applicable accounting\nrequirements and the published rules and regulations of the SEC with respect\nthereto, have been prepared in accordance with generally accepted accounting\nprinciples (\"GAAP\") (except, in the case of unaudited statements, as permitted\nby Form 10-Q of the SEC) applied on a consistent basis during the periods\ninvolved (except as may be indicated in the notes thereto) and fairly present\nthe consolidated financial position of the Company and its consolidated\nsubsidiaries as of the dates thereof and the consolidated results of their\noperations and cash flows for the periods then ended (subject, in the case of\nunaudited statements, to normal year-end audit adjustments). Except as set forth\nin the Filed Company SEC Documents (as defined in Section 3.08), neither the\nCompany nor any Company Subsidiary has any liabilities or obligations of any\nnature (whether accrued, absolute, contingent or otherwise) required by GAAP to\nbe set forth on a consolidated balance\n\n\n   19\n\n\n                                                                              18\n\n\nsheet of the Company and its consolidated subsidiaries or in the notes thereto,\nother than liabilities or obligations incurred in the ordinary course of\nbusiness consistent with prior practice since the date of the most recent\nfinancial statements included in the Filed Company SEC Documents.\n\n          SECTION 3.07. INFORMATION SUPPLIED. None of the information supplied\nor to be supplied by the Company for inclusion or incorporation by reference in\n(i) the Offer Documents, the Schedule 14D-9 or the Information Statement will,\nat the time such document is filed with the SEC, at any time it is amended or\nsupplemented or at the time it is first published, sent or given to the\nCompany's stockholders, contain any untrue statement of a material fact or omit\nto state any material fact required to be stated therein or necessary to make\nthe statements therein not misleading, or (ii) the Proxy Statement will, at the\ndate it is first mailed to the Company's stockholders or at the time of the\nCompany Stockholders Meeting (as defined in Section 6.01), contain any untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they are made, not misleading. The Schedule 14D-9,\nthe Information Statement and the Proxy Statement will comply as to form in all\nmaterial respects with the requirements of the Exchange Act and the rules and\nregulations thereunder, except that no representation is made by the Company\nwith respect to statements made or incorporated by reference therein based on\ninformation supplied by Parent or Sub for inclusion or incorporation by\nreference therein.\n\n          SECTION 3.08. ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as\ndisclosed in the Company SEC Documents filed and publicly available prior to the\ndate of this Agreement (the \"FILED COMPANY SEC DOCUMENTS\") or in the Company\nDisclosure Letter, from the date of the most recent audited financial statements\nincluded in the Filed Company SEC Documents to the date of this Agreement, the\nCompany has conducted its business only in the ordinary course, and during such\nperiod there has not been:\n\n          (i) any event, change, effect or development that, individually or in\n     the aggregate, has had or would reasonably be expected to have a Company\n     Material Adverse Effect;\n\n          (ii) any declaration, setting aside or payment of any dividend or\n     other distribution (whether in cash, stock or property) with respect to any\n     Company Capital\n\n\n   20\n\n\n                                                                              19\n\n\n     Stock or any repurchase for value by the Company of any Company Capital\n     Stock;\n\n          (iii) any split, combination or reclassification of any Company\n     Capital Stock or any issuance or the authorization of any issuance of any\n     other securities in respect of, in lieu of or in substitution for shares of\n     Company Capital Stock;\n\n          (iv) (A) any granting by the Company or any Company Subsidiary to any\n     current or former director, officer or employee of the Company or any\n     Company Subsidiary of any increase in compensation, except to the extent\n     required under employment agreements in effect as of the date of the most\n     recent audited financial statements included in the Filed Company SEC\n     Documents or, with respect to employees (other than directors, officers or\n     key employees) in the ordinary course of business consistent with prior\n     practice and except for Company Stock Options that are reflected as\n     outstanding in clause (iii) of Section 3.03, (B) any granting by the\n     Company or any Company Subsidiary to any such director, officer or employee\n     of any material increase in severance or termination pay, except as was\n     required under any employment, severance or termination policy, practice or\n     agreements in effect as of the date of the most recent audited financial\n     statements included in the Filed Company SEC Documents or (C) any entry by\n     the Company or any Company Subsidiary into, or any amendment of, any\n     employment, severance or termination agreement with any such director,\n     officer or employee, except for such agreements or amendments with\n     employees (other than directors, officers or key employees) that are\n     entered into in the ordinary course of business consistent with prior\n     practice;\n\n          (v) any termination of employment or departure of any officer,\n     material scientist or other key employee of the Company or any Company\n     Subsidiary;\n\n          (vi) any change in accounting methods, principles or practices by the\n     Company or any Company Subsidiary materially affecting the consolidated\n     assets, liabilities or results of operations of the Company, except insofar\n     as may have been required by a change in GAAP; or\n\n          (vii) any material elections with respect to Taxes (as defined in\n     Section 3.09) by the Company or any Company Subsidiary or settlement or\n     compromise by the\n\n\n   21\n\n\n                                                                              20\n\n\n     Company or any Company Subsidiary of any material Tax liability or refund.\n\n          SECTION 3.09. TAXES. (a) Each of the Company and each Company\nSubsidiary has timely filed, or has caused to be timely filed on its behalf, all\nTax Returns required to be filed by it, and all such Tax Returns are true,\ncomplete and accurate, except to the extent any failure to file or any\ninaccuracies in any filed Tax Returns, individually and in the aggregate, has\nnot had and would not reasonably be expected to have a Company Material Adverse\nEffect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have\nbeen timely paid, except to the extent that any failure to pay, individually and\nin the aggregate, has not had and would not reasonably be expected to have a\nCompany Material Adverse Effect.\n\n          (b) The most recent financial statements contained in the Filed\nCompany SEC Documents reflect an adequate reserve (in accordance with GAAP) for\nall Taxes payable by the Company and the Company Subsidiaries for all Taxable\nperiods and portions thereof through the date of such financial statements (in\naddition to any reserve for deferred Taxes established to reflect timing\ndifferences between book and tax income). No deficiency with respect to any\nTaxes has been proposed, asserted or assessed against the Company or any Company\nSubsidiary, and no requests for waivers of the time to assess any such Taxes are\npending, except to the extent any such deficiency or request for waiver,\nindividually and in the aggregate, has not had and would not reasonably be\nexpected to have a Company Material Adverse Effect.\n\n          (c) The Federal income Tax Returns of the Company and each Company\nSubsidiary consolidated in such Returns have never been examined by or settled\nwith the United States Internal Revenue Service. All material assessments for\nTaxes due with respect to such completed and settled examinations or any\nconcluded litigation have been fully paid.\n\n          (d) There are no material Liens for Taxes (other than for current\nTaxes not yet due and payable) on the assets of the Company or any Company\nSubsidiary. Neither the Company nor any Company Subsidiary is bound by any\nagreement with respect to Taxes other than agreements between or among the\nCompany and Company Subsidiaries and no other person.\n\n\n   22\n\n\n                                                                              21\n\n\n          (e) Note 14 to the Company's consolidated financial statements\nincluded in the 1999 Form 10-K has been prepared in accordance with GAAP.\n\n          (f) No claim has been made in the past five years by any authority in\na jurisdiction within which the Company or any Company Subsidiary does not file\nTax Returns that it is, or may be, subject to taxation by that jurisdiction.\n\n          (g) Neither the Company nor any Company Subsidiary has constituted\neither a \"distributing corporation\" or a \"controlled corporation\" (within the\nmeaning of Section 355(a)(1)(A) of the Code) in a distribution of stock\nqualifying or intended to qualify for tax-free treatment under Section 355 of\nthe Code (A) in the two years prior to the date of this Agreement or (B) in a\ndistribution that could otherwise constitute part of a \"plan\" or \"series of\nrelated transactions\" (within the meaning of Section 355(e) of the Code) in\nconjunction with the Merger.\n\n          (h) For purposes of this Agreement:\n\n          \"TAXES\" includes all forms of taxation imposed by any Federal, state,\nlocal, foreign or other Governmental Entity, including income, franchise,\nproperty, sales, use, excise, employment, unemployment, payroll, social\nsecurity, estimated, value added, ad valorem, transfer, recapture, withholding\nand other Taxes of any kind, including all interest, penalties and additions\nthereto.\n\n          \"TAX RETURN\" means all Federal, state, local, provincial and foreign\nTax returns, declarations, statements, reports, schedules, forms and information\nreturns and any amended Tax return relating to Taxes.\n\n          SECTION 3.10. ABSENCE OF CHANGES IN BENEFIT PLANS. Except as disclosed\nin the Filed Company SEC Documents or in the Company Disclosure Letter, from the\ndate of the most recent audited financial statements included in the Filed\nCompany SEC Documents to the date of this Agreement, there has not been any\nadoption or amendment in any material respect by the Company or any Company\nSubsidiary of any collective bargaining agreement or any bonus, pension, profit\nsharing, deferred compensation, incentive compensation, stock ownership, stock\npurchase, stock option, phantom stock, retirement, vacation, severance,\ndisability, death benefit, hospitalization, medical or other plan or arrangement\nproviding benefits to any current or former employee, officer or director of the\nCompany or any Company Subsidiary (collectively, \"COMPANY\n\n\n   23\n\n\n                                                                              22\n\n\nBENEFIT PLANS\"). Except as disclosed in the Filed Company SEC Documents or in\nthe Company Disclosure Letter, as of the date of this Agreement there are not\nany employment, consulting, indemnification, severance or termination agreements\nor arrangements between the Company or any Company Subsidiary and any current or\nformer employee, officer or director of the Company or any Company Subsidiary,\nnor does the Company or any Company Subsidiary have any general severance plan\nor policy.\n\n          SECTION 3.11. ERISA COMPLIANCE; EXCESS PARACHUTE PAYMENTS. (a) The\nCompany Disclosure Letter contains a list and brief description of all material\n\"employee pension benefit plans\" (as defined in Section 3(2) of the Employee\nRetirement Income Security Act of 1974, as amended (\"ERISA\")) (sometimes\nreferred to herein as \"COMPANY PENSION PLANS\"), \"employee welfare benefit plans\"\n(as defined in Section 3(1) of ERISA) and all other Company Benefit Plans\nmaintained, or contributed to, by the Company or any Company Subsidiary for the\nbenefit of any current or former employees, officers or directors of the Company\nor any Company Subsidiary. The Company has made available to Parent true,\ncomplete and correct copies of (i) each Company Benefit Plan (or, in the case of\nany unwritten Company Benefit Plan, a description thereof), (ii) the most recent\nannual report on Form 5500 filed with the Internal Revenue Service with respect\nto each Company Benefit Plan (if any such report was required), (iii) the most\nrecent summary plan description for each Company Benefit Plan for which such\nsummary plan description is required and (iv) each trust agreement and group\nannuity contract relating to any Company Benefit Plan, if any.\n\n          (b) All Company Benefit Plans are in compliance in all material\nrespects with applicable Law (including, where applicable, the Code and ERISA).\nAll Company Pension Plans which are intended to be tax-qualified under Section\n401(a) of the Code have been the subject of determination letters from the\nInternal Revenue Service to the effect that such Company Pension Plans are\nqualified and their related trusts are exempt from Federal income taxes under\nSections 401(a) and 501(a), respectively, of the Internal Revenue Code of 1986,\nas amended (the \"CODE\"), and no such determination letter has been revoked nor,\nto the knowledge of the Company, has revocation been threatened. No such Company\nPension Plan been amended since the date of its most recent determination letter\nor application therefor in any respect that would adversely affect its\nqualification, nor has any such Company Pension Plan been amended since December\n31, 1998 in any respect that would materially increase its costs.\n\n\n   24\n\n\n                                                                              23\n\n\n          (c) No Company Pension Plan is a \"defined benefit plan\" within the\nmeaning of Section 3(35) of ERISA or is subject to the minimum funding standards\nof Section 412 of the Code or Section 302 of ERISA, and neither the Company nor\nany Company Subsidiary has any actual or contingent liability under any defined\nbenefit plan which it (or any affiliate) previously maintained or contributed to\n(or was obligated to maintain or contribute to). None of the Company, any\nCompany Subsidiary, any officer of the Company or any Company Subsidiary or any\nof the Company Benefit Plans which are subject to ERISA, including the Company\nPension Plans, any trusts created thereunder or any trustee or administrator\nthereof, has engaged in a \"prohibited transaction\" (as such term is defined in\nSection 406 of ERISA or Section 4975 of the Code) or any other breach of\nfiduciary responsibility that could subject the Company, any Company Subsidiary\nor any officer of the Company or any Company Subsidiary to any material tax or\npenalty on prohibited transactions imposed by such Section 4975 or to any\nmaterial liability under Section 502(i) or 502(l) of ERISA.\n\n          (d) With respect to any Company Benefit Plan that is an employee\nwelfare benefit plan, (i) all such Company Benefit Plans are unfunded and no\nsuch Company Benefit Plan is funded through a \"welfare benefits fund\" (as such\nterm is defined in Section 419(e) of the Code), (ii) each such Company Benefit\nPlan that is a \"group health plan\" (as such term is defined in Section\n5000(b)(1) of the Code), complies in all material respects with the applicable\nrequirements of Section 4980B(f) of the Code and (iii) each such Company Benefit\nPlan (including any such Plan covering retirees or other former employees) may\nbe amended or terminated without material liability to the Company and the\nCompany Subsidiaries on or at any time after the Effective Time, except with\nrespect to contributions, premiums or benefit claims (actual or contingent) with\nrespect to the period from the Effective Time to such termination.\n\n          (e) Other than payments that may be made to the persons listed in the\nCompany Disclosure Letter (the \"PRIMARY COMPANY EXECUTIVES\"), any amount that\ncould be received (whether in cash or property or the vesting of property) as a\nresult of the Offer, the Merger or any other Transaction by any employee,\nofficer or director of the Company or any of its affiliates who is a\n\"disqualified individual\" (as such term is defined in proposed Treasury\nRegulation Section 1.280G-1) under any employment, severance or termination\nagreement, any other compensation arrangement or any Company Benefit Plan\ncurrently in effect would not be characterized as an \"excess parachute payment\"\n(as defined\n\n\n   25\n\n\n                                                                              24\n\n\nin Section 280G(b)(1) of the Code). Set forth in the Company Disclosure Letter\nis (i) the estimated maximum amount that could be paid to each Primary Company\nExecutive as a result of the Offer, the Merger and the other Transactions under\nall employment, severance and termination agreements, other compensation\narrangements and Company Benefit Plans currently in effect and (ii) the \"base\namount\" (as defined in Section 280G(b)(3) of the Code) for each Primary Company\nExecutive calculated as of the date of this Agreement.\n\n          SECTION 3.12. LITIGATION. Except as disclosed in the Filed Company SEC\nDocuments or in the Company Disclosure Letter, there is no suit, action or\nproceeding pending or, to the knowledge of the Company, threatened against or\naffecting the Company or any Company Subsidiary (and, as of the date of this\nAgreement, the Company is not aware of any basis for any such suit, action or\nproceeding) that, individually or in the aggregate, has had or would reasonably\nbe expected to have a Company Material Adverse Effect, other than any action,\nsuit or proceeding filed or threatened after the date of this Agreement that is\nbased upon the same or substantially the same facts that serve as the basis for\nany suit, action or proceeding disclosed in the Filed Company SEC Documents or\nthe Company Disclosure Letter, nor is there any Judgment outstanding against the\nCompany or any Company Subsidiary that has had or would reasonably be expected\nto have a Company Material Adverse Effect.\n\n          SECTION 3.13. COMPLIANCE WITH APPLICABLE LAWS. Except as disclosed in\nthe Filed Company SEC Documents or in the Company Disclosure Letter, the Company\nand the Company Subsidiaries are in compliance with all applicable Laws,\nincluding those relating to occupational health and safety and the environment,\nexcept for instances of noncompliance that, individually and in the aggregate,\nhave not had and would not reasonably be expected to have a Company Material\nAdverse Effect. Except as set forth in the Filed Company SEC Documents or in the\nCompany Disclosure Letter, neither the Company nor any Company Subsidiary has\nreceived any written communication during the past two years from a Governmental\nEntity that alleges that the Company or a Company Subsidiary is not in\ncompliance in any material respect with any applicable Law. Except as set forth\nin the Filed Company SEC Documents or in the Company Disclosure Letter, the\nCompany and the Company Subsidiaries are in compliance in all material respects\nwith the U.S. Federal Food, Drug and Cosmetic Act, as amended (the \"FDC ACT\"),\nand applicable regulations promulgated thereunder, and are in compliance in all\nmaterial respects with all FDA\n\n\n   26\n\n\n                                                                              25\n\n\nregulations, including the FDA's Quality System Regulation, and any similar Laws\napplicable to the Company or any Company Subsidiary, including the European\nUnion Medical Device Directives. The Company and the Company Subsidiaries have\nmaintained quality assurance\/quality control practices and procedures in\ncompliance in all material respects with good manufacturing practices within the\nmeaning of the FDC Act and applicable regulations promulgated thereunder. This\nSection 3.13 does not relate to matters with respect to Taxes, which are the\nsubject of Section 3.09.\n\n          SECTION 3.14. CONTRACTS; DEBT INSTRUMENTS. Except as disclosed in the\nFiled SEC Documents or the Company Disclosure Letter, there are no contracts or\nagreements that are material to the business, assets, condition (financial or\notherwise) or results of operations of the Company and the Company Subsidiaries\ntaken as a whole. Neither the Company nor any Company Subsidiary is in violation\nof or in default under (nor does there exist any condition which upon the\npassage of time or the giving of notice or both would cause such a violation of\nor default under) any loan or credit agreement, note, bond, mortgage, indenture,\nlease, permit, concession, franchise, license or any other contract, agreement,\narrangement or understanding, to which it is a party or by which it or any of\nits properties or assets is bound, except for violations or defaults that,\nindividually and in the aggregate, have not had and would not reasonably be\nexpected to have a Company Material Adverse Effect.\n\n          SECTION 3.15. INTELLECTUAL PROPERTY. (a) The Company and the Company\nSubsidiaries own, or are validly licensed or otherwise have the right to use,\nall patents, patent rights (including patent applications and licenses),\nknow-how, trade secrets, trademarks, trademark rights, trade names, trade name\nrights, service marks, service mark rights, copyrights and other proprietary\nintellectual property rights and computer programs (collectively, \"INTELLECTUAL\nPROPERTY RIGHTS\") which are material to the conduct of the business of the\nCompany and the Company Subsidiaries taken as a whole and the consummation of\nthe Transactions (other than the transactions set forth in Section 6.13) will\nnot conflict with, alter or impair any such Intellectual Property Rights. The\nCompany Disclosure Letter sets forth a description of all of the following with\nrespect to the Company and the Company Subsidiaries: material patents, material\npatent rights (including patent applications and licenses), material inventions\nthat have been identified as active patent matters but for which applications\nhave not yet been filed, registrations and licenses of trademarks, trade names,\nservice marks and\n\n\n   27\n\n\n                                                                              26\n\n\ncopyrights, and the geographical territories in which the foregoing are\napplicable. Except as set forth in the Company Disclosure Letter, no claims are\npending or, to the knowledge of the Company, threatened that (i) the Company or\nany of the Company Subsidiaries is infringing or otherwise adversely affecting\nthe rights of any person with regard to any Intellectual Property Right or (ii)\nassert that any Intellectual Property Rights owned by the Company or any Company\nSubsidiary (\"OWNED INTELLECTUAL PROPERTY RIGHTS\") are invalid or unenforceable.\nTo the knowledge of the Company, except as set forth in the Filed Company SEC\nDocuments or the Company Disclosure Letter, no person is infringing the rights\nof the Company or any of the Company Subsidiaries with respect to any Owned\nIntellectual Property Right.\n\n          (b) The Company has timely paid, or caused to be timely paid, all\nmaintenance, renewal and other similar fees, and has timely met any applicable\nworking requirements with respect to all Owned Intellectual Property Rights\nlisted in the Company Disclosure Letter or material to the Company and the\nCompany Subsidiaries taken as a whole, except as set forth in the Company\nDisclosure Letter. With respect to Intellectual Property Rights other than Owned\nIntellectual Property Rights (\"LICENSED INTELLECTUAL PROPERTY RIGHTS\") that are\nlisted in the Company Disclosure Letter or material to the Company and the\nCompany Subsidiaries taken at a whole, the Company is in compliance in all\nmaterial respects with any applicable license or similar agreement.\n\n          (c) All Owned Intellectual Property Rights listed in the Company\nDisclosure Letter or material to the Company and its Subsidiaries taken as a\nwhole, are free and clear of any Liens (other than Liens that are not material\nin amount or that would not reasonably be expected to materially interfere with\nsuch Intellectual Property Rights) and may be freely transferred, assigned,\nlicensed or sublicensed except as set forth in the Company Disclosure letter.\nThe Company's licenses with respect to all Licensed Intellectual Property Rights\nthat are listed in the Company Disclosure Letter or material to the Company and\nthe Company Subsidiaries taken as a whole are free and clear of any Liens (other\nthan Liens that are not material in amount or that would not reasonably be\nexpected to materially interfere with such Licensed Intellectual Property\nRights).\n\n          SECTION 3.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker,\ninvestment banker, financial advisor or other person, other than Chase\nSecurities Inc., the fees and expenses of which will be paid by the Company, is\n\n\n   28\n\n\n                                                                              27\n\n\nentitled to any broker's, finder's, financial advisor's or other similar fee or\ncommission in connection with the Offer, the Merger and the other Transactions\nbased upon arrangements made by or on behalf of the Company. The estimated fees\nand expenses incurred and to be incurred by the Company in connection with the\nOffer, the Merger and the other Transactions (including the fees of Chase\nSecurities Inc. and the fees of the Company's legal counsel) are set forth in\nthe Company Disclosure Letter.\n\n          SECTION 3.17. OPINION OF FINANCIAL ADVISOR. The Company has received\nthe opinion of Chase Securities Inc., dated the date of this Agreement, to the\neffect that, as of such date, the consideration to be received in the Offer and\nthe Merger by the holders of Company Common Stock is fair to such holders from a\nfinancial point of view and a copy of the signed opinion has been provided to\nParent.\n\n          SECTION 3.18. LENS EXPRESS, INC. SALE. Following the closing of the\nsale pursuant to the Asset Purchase Agreement by and among Lens Express, Inc.,\nthe Company and Strategic Optical Holdings, Inc. dated May 4, 2000 (the \"LENS\nEXPRESS SALE AGREEMENT\"), neither the Company nor any Company Subsidiary will\nhave any material liabilities or obligations of any nature (whether accrued,\nabsolute, contingent or otherwise) with respect to the Business (as defined in\nthe Lens Express Sale Agreement) other than (i) the post-closing purchase price\nadjustment provided in Section 3.3 of the Lens Express Sale Agreement, if any,\n(ii) liabilities and obligations set forth in Section 2.3 of the Lens Express\nSale Agreement or Schedule 2.3 to the Lens Express Sale Agreement, (iii)\nliabilities of Seller (as defined in the Lens Express Sale Agreement) required\nto be set forth in Schedule 5.13 to the Lens Express Sale Agreement but not set\nforth therein, (iv) the indemnity obligations set forth in Section 12.7 of the\nLens Express Sale Agreement, (v) compliance with the post-closing covenants set\nforth in the Lens Express Sale Agreement and (vi) liabilities and obligations\nset forth in a letter agreement dated May 4, 2000, a true and complete copy of\nwhich has been provided to Parent. To the knowledge of the Company, except as\nset forth in the Company Disclosure Letter, no liabilities that were required to\nbe set forth in Schedule 5.13 were not set forth therein. Exhibit 4.2 to the\nCompany's Current Report on Form 8-K filed with the SEC on May 12, 2000,\ntogether with the exhibits and schedules thereto that the Company has provided\nto Parent and the letter agreement referred to in clause (vi) above, constitute\na true and complete copy of the Lens Express Sale Agreement and there are no\nother agreements in effect among the parties thereto relating to the subject\nmatter thereof.\n\n\n   29\n\n\n                                                                              28\n\n\n                                   ARTICLE IV\n\n                REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB\n\n          Parent and Sub, jointly and severally, represent and warrant to the\nCompany as follows:\n\n          SECTION 4.01. ORGANIZATION, STANDING AND POWER. Each of Parent and Sub\nis duly organized, validly existing and in good standing under the laws of the\njurisdiction in which it is organized and has full corporate power and authority\nand possesses all governmental franchises, licenses, permits, authorizations and\napprovals in each case whether domestic or foreign necessary to enable it to\nown, lease or otherwise hold its properties and assets and to conduct its\nbusinesses as presently conducted, other than such franchises, licenses,\npermits, authorizations and approvals the lack of which, individually and in the\naggregate, has not had and would not reasonably be expected to have a material\nadverse effect on the ability of Parent or Sub to perform its obligations under\nthis Agreement or a material adverse effect on the ability of Parent or Sub to\nconsummate the Offer, the Merger and the other Transactions (a \"PARENT MATERIAL\nADVERSE EFFECT\").\n\n          SECTION 4.02. SUB. (a) Since the date of its incorporation, Sub has\nnot carried on any business or conducted any operations other than the execution\nof this Agreement, the performance of its obligations hereunder and matters\nancillary thereto. Sub was incorporated solely for the purpose of consummating\nthe Transactions.\n\n          (b) The authorized capital stock of Sub consists of 1,000 shares of\ncommon stock, par value $0.01 per share, all of which have been validly issued,\nare fully paid and nonassessable and are owned by Parent free and clear of any\nLien.\n\n          SECTION 4.03. AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY. Each\nof Parent and Sub has all requisite corporate power and authority to execute and\ndeliver this Agreement and to consummate the Transactions. The execution and\ndelivery by each of Parent and Sub of this Agreement and the consummation by it\nof the Transactions have been duly authorized by all necessary corporate action\non the part of Parent and Sub. Parent, as sole stockholder of Sub, has approved\nthis Agreement. Each of Parent and Sub has duly executed and delivered this\nAgreement, and this Agreement constitutes its legal, valid and binding\nobligation, enforceable against it in accordance with its terms, except to the\nextent that enforceability may be limited by\n\n\n   30\n\n\n                                                                              29\n\n\nbankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other\nsimilar laws of general applicability relating to or affecting the enforcement\nof creditors' rights and by the effect of the principles of equity (regardless\nof whether enforceability is considered in a proceeding in equity or at law).\n\n          SECTION 4.04. NO CONFLICTS; CONSENTS. (a) The execution and delivery\nby each of Parent and Sub of this Agreement, do not, and the consummation of the\nOffer, the Merger and the other Transactions and compliance with the terms\nhereof will not, result in any violation of or default (with or without notice\nor lapse of time, or both) under, or give rise to a right of termination,\ncancelation or acceleration of any obligation or to loss of a material benefit\nunder, or to increased, additional, accelerated or guaranteed rights or\nentitlements of any person under, or result in the creation of any Lien upon any\nof the properties or assets of Parent or any of its subsidiaries under, any\nprovision of (i) the charter, by-laws or other organizational documents of\nParent or any of its subsidiaries, (ii) any Contract to which Parent or any of\nits subsidiaries is a party or by which any of their respective properties or\nassets is bound or (iii) subject to the filings and other matters referred to in\nSection 4.04(b), any Judgment or Law applicable to Parent or any of its\nsubsidiaries or their respective properties or assets, other than, in the case\nof clauses (ii) and (iii) above, any such items that, individually and in the\naggregate, have not had and would not reasonably be expected to have a Parent\nMaterial Adverse Effect.\n\n          (b) No Consent of, or registration, declaration or filing with, any\nGovernmental Entity is required to be obtained or made by or with respect to\nParent or any of its subsidiaries in connection with the execution, delivery and\nperformance of this Agreement or the consummation of the Transactions, other\nthan (i) compliance with and filings under the HSR Act, (ii) the filing with the\nSEC of (A) the Offer Documents and (B) such reports under the Exchange Act as\nmay be required in connection with this Agreement, the Offer, the Merger and the\nother Transactions, (iii) the filing of the Articles of Merger with the\nSecretary of State of The Commonwealth of Massachusetts, (iv) such filings as\nmay be required in connection with the taxes described in Section 6.09, (v)\ncompliance with and filings under the Laws of the European Union, Brazil,\nGermany, Ireland, Italy, the Netherlands and certain other foreign\njurisdictions, in each case if and to the extent required, and (vi) such other\nitems that, individually and in the aggregate, have not had\n\n\n   31\n\n\n                                                                              30\n\n\nand would not reasonably be expected to have a Parent Material Adverse Effect.\n\n          SECTION 4.05. INFORMATION SUPPLIED. None of the information supplied\nor to be supplied by Parent or Sub for inclusion or incorporation by reference\nin (i) the Offer Documents, the Schedule 14D-9 or the Information Statement\nwill, at the time such document is filed with the SEC, at any time it is amended\nor supplemented or at the time it is first published, sent or given to the\nCompany's stockholders, contain any untrue statement of a material fact or omit\nto state any material fact required to be stated therein or necessary to make\nthe statements therein not misleading, or (ii) the Proxy Statement will, at the\ndate it is first mailed to the Company's stockholders or at the time of the\nCompany Stockholders Meeting, contain any untrue statement of a material fact or\nomit to state any material fact required to be stated therein or necessary in\norder to make the statements therein, in light of the circumstances under which\nthey are made, not misleading. The Offer Documents will comply as to form in all\nmaterial respects with the requirements of the Securities Act and the rules and\nregulations thereunder, except that no representation is made by Parent or Sub\nwith respect to statements made or incorporated by reference therein based on\ninformation supplied by the Company for inclusion or incorporation by reference\ntherein.\n\n          SECTION 4.06. BROKERS. No broker, investment banker, financial advisor\nor other person, other than Goldman, Sachs &amp; Co., the fees and expenses of which\nwill be paid by Parent, is entitled to any broker's, finder's, financial\nadvisor's or other similar fee or commission in connection with the Offer, the\nMerger and the other Transactions based upon arrangements made by or on behalf\nof Parent.\n\n          SECTION 4.07. FINANCIAL ABILITY TO PERFORM. Parent and Sub will have\ncash funds sufficient as and when needed to pay all cash payments for shares of\nCompany Common Stock and options in the Offer and the Merger and to pay all\nrelated fees and expenses.\n\n\n                                    ARTICLE V\n\n                    COVENANTS RELATING TO CONDUCT OF BUSINESS\n\n          SECTION 5.01. CONDUCT OF BUSINESS. (a) CONDUCT OF BUSINESS BY THE\nCOMPANY. Except for matters set forth in the Company Disclosure Letter,\nexpressly agreed to in\n\n\n   32\n\n\n                                                                              31\n\n\nwriting by Parent or otherwise expressly permitted by this Agreement, from the\ndate of this Agreement to the earliest to occur of the date of the termination\nof this Agreement, the date directors designated by Parent or Sub have been\nelected to and shall constitute a majority of the Company Board (the \"CONTROL\nDATE\") or the Effective Time the Company shall, and shall cause each Company\nSubsidiary to, conduct the business of the Company and the Company Subsidiaries\ntaken as a whole in the usual, regular and ordinary course in substantially the\nsame manner as previously conducted and use all reasonable efforts to preserve\nintact its current business organization, keep available the services of its\ncurrent officers and employees and keep its relationships with customers,\nsuppliers, licensors, licensees, distributors and others having business\ndealings with them to the end that its goodwill and ongoing business shall be\nunimpaired in all material respects at the Effective Time. In addition, and\nwithout limiting the generality of the foregoing, except for matters set forth\nin the Company Disclosure Letter, expressly agreed to in writing by Parent or\notherwise expressly permitted by this Agreement, from the date of this Agreement\nto the earliest to occur of the date of the termination of this Agreement, the\nControl Date or the Effective Time, the Company shall not, and shall not permit\nany Company Subsidiary to, do any of the following without the prior written\nconsent of Parent:\n\n          (i) (A) declare, set aside or pay any dividends on, or make any other\n     distributions in respect of, any of its capital stock, other than dividends\n     and distributions by a direct or indirect wholly owned subsidiary of the\n     Company to its parent, (B) split, combine or reclassify any of its capital\n     stock or issue or authorize the issuance of any other securities in respect\n     of, in lieu of or in substitution for shares of its capital stock, or (C)\n     purchase, redeem or otherwise acquire any shares of capital stock of the\n     Company or any Company Subsidiary or any other securities thereof or any\n     rights, warrants or options to acquire any such shares or other securities;\n\n          (ii) issue, deliver, sell or grant (A) any shares of its capital\n     stock, (B) any Voting Company Debt or other voting securities, (C) any\n     securities convertible into or exchangeable for, or any options, warrants\n     or rights to acquire, any such shares, Voting Company Debt, voting\n     securities or convertible or exchangeable securities or (D) any \"phantom\"\n     stock, \"phantom\" stock rights, stock appreciation rights or stock-based\n     performance units, other than (1) the issuance of Company Common Stock (and\n     associated Company Rights)\n\n\n   33\n\n\n                                                                              32\n\n\n     upon the exercise of Company Stock Options outstanding on the date of this\n     Agreement and in accordance with their present terms and (2) the issuance\n     of Company Common Stock upon the exercise of Company Rights;\n\n          (iii) amend its articles of organization, by-laws or other comparable\n     charter or organizational documents;\n\n          (iv) acquire or agree to acquire (A) by merging or consolidating with,\n     or by purchasing a substantial equity interest in or portion of the assets\n     of, or by any other manner, any business or any corporation, partnership,\n     joint venture, association or other business organization or division\n     thereof or (B) any assets that are material, individually or in the\n     aggregate, to the Company and the Company Subsidiaries taken as a whole,\n     except for purchases of inventory in the ordinary course of business\n     consistent with past practice;\n\n          (v) (A) grant to any current or former director, officer or employee\n     of the Company or any Company Subsidiary any increase in compensation,\n     except to the extent required under employment agreements in effect as of\n     the date of the most recent audited financial statements included in the\n     Filed Company SEC Documents or, with respect to employees (other than\n     directors, officers or key employees) in the ordinary course of business\n     consistent with prior practice, (B) grant to any current or former\n     employee, officer or director of the Company or any Company Subsidiary any\n     increase in severance or termination pay, except to the extent required\n     under any agreement in effect as of the date of the most recent audited\n     financial statements included in the Filed Company SEC Documents, (C) enter\n     into any employment, consulting, indemnification, severance or termination\n     agreement with any such employee, officer or director, (D) establish,\n     adopt, enter into or amend in any material respect any collective\n     bargaining agreement or Company Benefit Plan or (E) take any action to\n     accelerate any rights or benefits, or make any material determinations not\n     in the ordinary course of business consistent with prior practice, under\n     any collective bargaining agreement or Company Benefit Plan;\n\n          (vi) make any change in accounting methods, principles or practices\n     materially affecting the reported consolidated assets, liabilities or\n     results of operations of the Company, except insofar as may have been\n     required by a change in GAAP;\n\n\n   34\n\n\n                                                                              33\n\n\n          (vii) sell, lease (as lessor), license or otherwise dispose of or\n     subject to any Lien any material properties or assets, except (A) sales of\n     obsolete assets in the ordinary course of business consistent with past\n     practice, (B) sales of inventory in the ordinary course of business\n     consistent with prior practice and (C) the sale of Lens Express, Inc.\n     substantially on the terms set forth in the Lens Express Sale Agreement;\n\n          (viii) (A) incur any indebtedness for borrowed money or guarantee any\n     such indebtedness of another person, issue or sell any debt securities or\n     warrants or other rights to acquire any debt securities of the Company or\n     any Company Subsidiary, guarantee any debt securities of another person,\n     enter into any \"keep well\" or other agreement to maintain any financial\n     statement condition of another person or enter into any arrangement having\n     the economic effect of any of the foregoing, except for short-term\n     borrowings from persons that are not directors, officers or employees of\n     the Company or any Company Subsidiary incurred in the ordinary course of\n     business consistent with past practice, or (B) make any loans, advances or\n     capital contributions to, or investments in, any other person, other than\n     to or in the Company or any direct or indirect wholly owned subsidiary of\n     the Company or loans, investments and advances in connection with the sale\n     of the products of the Company and the Company Subsidiaries in the ordinary\n     course of business consistent with prior practice to persons that are not\n     directors, officers or employees of the Company or any Company Subsidiary,\n     not to exceed $100,000 individually or $1,000,000 in the aggregate;\n\n          (ix) make or agree to make any new capital expenditure or expenditures\n     that are in excess of $50,000 individually or $250,000 in the aggregate;\n\n          (x) make or change any material Tax election or settle or compromise\n     any material Tax liability or refund, except for liabilities not in excess\n     of $100,000 individually or $1,000,000 in the aggregate;\n\n          (xi) (A) pay, discharge or satisfy any claims, liabilities or\n     obligations (absolute, accrued, asserted or unasserted, contingent or\n     otherwise) in excess of $50,000 individually or $500,000 in the aggregate,\n     other than the payment, discharge or satisfaction, in the ordinary course\n     of business consistent with past practice or in accordance with their\n     terms, of\n\n\n   35\n\n\n                                                                              34\n\n     liabilities reflected or reserved against in, or contemplated by, the most\n     recent consolidated financial statements (or the notes thereto) of the\n     Company included in the Filed Company SEC Documents or incurred in the\n     ordinary course of business consistent with past practice, (B) cancel any\n     indebtedness in excess of $50,000 individually or $500,000 in the aggregate\n     or waive any claims or rights of substantial value or (C) waive the\n     benefits of, or agree to modify in any manner, any confidentiality,\n     standstill or similar agreement to which the Company or any Company\n     Subsidiary is a party;\n\n          (xii) enter into, renew, extend, amend, modify, waive any material\n     provision of, or terminate any lease or similar commitment, in each case\n     providing for payments in excess of $100,000 over the term of such lease or\n     commitment (or until the date on which such lease or commitment may be\n     terminated by the Company without penalty); or\n\n          (xiii) authorize, or commit or agree to take, any of the foregoing\n     actions.\n\n          (b) OTHER ACTIONS. The Company and Parent shall not, and shall not\npermit any of their respective subsidiaries to, take any action that would, or\nthat would reasonably be expected to, result in (i) any of the representations\nand warranties of such party set forth in this Agreement that is qualified as to\nmateriality becoming untrue, (ii) any of such representations and warranties\nthat is not so qualified becoming untrue in any material respect or (iii) any\ncondition to the Offer set forth in Exhibit A, or any condition to the Merger\nset forth in Article VII, not being satisfied; PROVIDED, HOWEVER, that the\nobligations set forth in this Section 5.01(b) shall not be deemed to have been\nbreached as a result of actions by the Company expressly permitted under Section\n5.02(b).\n\n          (c) ADVICE OF CHANGES. The Company shall promptly advise Parent orally\nand in writing of any change or event that has had or would reasonably be\nexpected to have a Company Material Adverse Effect.\n\n          SECTION 5.02. NO SOLICITATION. (a) The Company shall not, nor shall it\nauthorize or permit any Company Subsidiary to, nor shall it authorize or permit\nany officer, director or employee of, or any investment banker, attorney or\nother advisor or representative (collectively, \"REPRESENTATIVES\") of, the\nCompany or any Company Subsidiary to, (i) directly or indirectly solicit,\ninitiate or\n\n\n   36\n\n\n                                                                              35\n\n\nencourage the submission of, any Company Takeover Proposal (as defined in\nSection 5.02(e)), (ii) enter into any agreement with respect to any Company\nTakeover Proposal or (iii) directly or indirectly participate in any discussions\nor negotiations regarding, or furnish to any person any information with respect\nto, or take any other action to facilitate any inquiries or the making of any\nproposal that constitutes, or may reasonably be expected to lead to, any Company\nTakeover Proposal; PROVIDED, HOWEVER, that prior to the first acceptance for\npayment of shares of Company Common Stock pursuant to the Offer the Company may,\nto the extent necessary to act in a manner consistent with the fiduciary\nobligations of the Company Board, as determined in good faith by it after\nconsultation with outside counsel, in response to a Company Takeover Proposal\n(as defined in Section 5.02(e)) that the Company Board determines, in good faith\nafter consultation with outside counsel and Chase Securities Inc. or another\nnationally recognized independent financial advisor, is reasonably likely to\nlead to a Superior Company Proposal (as defined in Section 5.02(e)), that was\nnot solicited by the Company and that did not otherwise result from a breach or\na deemed breach of this Section 5.02(a), and subject to compliance with Section\n5.02(c),(x) furnish information with respect to the Company to the person making\nsuch Company Takeover Proposal and its Representatives pursuant to a customary\nconfidentiality agreement and (y) participate in discussions or negotiations\nwith such person and its Representatives regarding such Company Takeover\nProposal. Without limiting the foregoing, it is agreed that any violation of the\nrestrictions set forth in the preceding sentence by any Representative of the\nCompany or any Company Subsidiary, whether or not such person is purporting to\nact on behalf of the Company or any Company Subsidiary or otherwise, shall be\ndeemed to be a breach of this Section 5.02(a) by the Company.\n\n          (b) Unless the Company Board, after consultation with outside counsel,\ndetermines in its good faith judgment that it is necessary to do so in order to\nfulfill its fiduciary obligations under applicable Law, neither the Company\nBoard nor any committee thereof shall (i) withdraw or modify in a manner adverse\nto Parent or Sub, or publicly propose to withdraw or modify in a manner adverse\nto Parent or Sub, the approval or recommendation by the Company Board or any\nsuch committee of this Agreement, the Offer or the Merger, (ii) approve any\nletter of intent, agreement in principle, acquisition agreement or similar\nagreement relating to any Company Takeover Proposal or (iii) approve or\nrecommend, or publicly propose to approve or recommend, any Company Takeover\nProposal. The Company shall not take\n\n\n   37\n\n\n                                                                              36\n\n\nthe actions set forth in clauses (ii) or (iii) of the preceding sentence unless\nit has terminated this Agreement pursuant to Section 8.01(e).\n\n          (c) The Company promptly shall advise Parent orally and, within two\nbusiness days, in writing of any Company Takeover Proposal or any inquiry with\nrespect to or that could reasonably be expected to lead to any Company Takeover\nProposal, the material terms and conditions of any such Company Takeover\nProposal (including any changes thereto) and the identity of the person making\nany such Company Takeover Proposal or inquiry. The Company shall (i) keep Parent\nfully informed of the status and details (including any change to the terms\nthereof) of any such Company Takeover Proposal and (ii) provide to Parent as\nsoon as practicable after receipt or delivery thereof with copies of all\ncorrespondence and other written material sent or provided to the Company by any\nthird party in connection with any Company Takeover Proposal or sent or provided\nby the Company to any third party in connection with any Company Takeover\nProposal.\n\n          (d) Nothing contained in this Section 5.02 shall prohibit the Company\nfrom taking and disclosing to its stockholders a position contemplated by Rule\n14e-2(a) promulgated under the Exchange Act or from making any required\ndisclosure to the Company's stockholders if, in the good faith judgment of the\nCompany Board, after consultation with outside counsel, failure so to disclose\nwould be inconsistent with its obligations under applicable law.\n\n          (e) For purposes of this Agreement:\n\n          \"COMPANY TAKEOVER PROPOSAL\" means (i) any proposal or offer for a\n     merger, consolidation, dissolution, recapitalization or other business\n     combination involving the Company or any Significant Subsidiary of the\n     Company, (ii) any proposal for the issuance by the Company of over 20% of\n     its equity securities as consideration for the assets or securities of\n     another person or (iii) any proposal or offer to acquire in any manner,\n     directly or indirectly, over 20% of the equity securities or consolidated\n     total assets of the Company, in each case other than pursuant to the\n     Transactions.\n\n          \"SUPERIOR COMPANY PROPOSAL\" means any proposal made by a third party\n     to acquire substantially all the equity securities or assets of the\n     Company, pursuant to a tender or exchange offer, a merger, a consolidation,\n     a liquidation or dissolution, a recapitalization or a sale of all or\n     substantially all its assets, (i) on\n\n\n   38\n\n\n                                                                              37\n\n     terms which the Company Board determines in good faith to be superior from\n     a financial point of view to the holders of Company Common Stock to the\n     Transactions (after consultation with the Company's financial advisor,\n     which shall be Chase Securities Inc. or another nationally recognized\n     independent financial advisor), taking into account all the terms and\n     conditions of such proposal and this Agreement (including any proposal by\n     Parent to amend the terms of the Transactions) and (ii) that is reasonably\n     capable of being completed, taking into account all financial, regulatory,\n     legal and other aspects of such proposal.\n\n\n                                   ARTICLE VI\n\n                              ADDITIONAL AGREEMENTS\n\n          SECTION 6.01. PREPARATION OF PROXY STATEMENT; STOCKHOLDERS MEETING.\n(a) The Company shall, as soon as practicable following the expiration of the\nOffer, prepare and file with the SEC the Proxy Statement in preliminary form,\nand each of the Company, Parent and Sub shall use their best efforts to respond\nas promptly as practicable to any comments of the SEC with respect thereto. The\nCompany shall notify Parent promptly of the receipt of any comments from the SEC\nor its staff and of any request by the SEC or its staff for amendments or\nsupplements to the Proxy Statement or for additional information and shall\nsupply Parent with copies of all correspondence between the Company or any of\nits representatives, on the one hand, and the SEC or its staff, on the other\nhand, with respect to the Proxy Statement. If at any time prior to receipt of\nthe Company Stockholder Approval there shall occur any event that should be set\nforth in an amendment or supplement to the Proxy Statement, the Company shall\npromptly prepare and mail to its stockholders such an amendment or supplement.\nThe Company shall not mail any Proxy Statement, or any amendment or supplement\nthereto, to which Parent reasonably objects. The Company shall use its best\nefforts to cause the Proxy Statement to be mailed to the Company's stockholders\nas promptly as practicable after filing with the SEC.\n\n          (b) The Company shall, as soon as practicable following the expiration\nof the Offer, duly call, give notice of, convene and hold a meeting of its\nstockholders (the \"COMPANY STOCKHOLDERS MEETING\") for the purpose of seeking the\nCompany Stockholder Approval. Subject to Section 5.02(b), the Company shall,\nthrough the Company Board, recommend to its stockholders that they give the\nCompany Stockholder Approval. Without limiting the\n\n\n   39\n\n\n                                                                              38\n\n\ngenerality of the foregoing, the Company agrees that its obligations pursuant to\nthe first sentence of this Section 6.01(b) shall not be affected by the\ncommencement, public proposal, public disclosure or communication to the Company\nof any Company Takeover Proposal. Notwithstanding the foregoing, if Sub or any\nother subsidiary of Parent shall acquire at least 90% of the outstanding shares\nof each series of Company Capital Stock, the parties shall, at the request of\nParent, take all necessary and appropriate action to cause the Merger to become\neffective as soon as practicable after the expiration of the Offer without a\nstockholders meeting in accordance with Section 82 of the BCL.\n\n          (c) Parent shall cause all shares of Company Common Stock purchased\npursuant to the Offer and all other shares of Company Common Stock owned by\nParent, Sub or any other subsidiary of Parent to be voted in favor of the\napproval of this Agreement.\n\n          SECTION 6.02. ACCESS TO INFORMATION; CONFIDENTIALITY. The Company\nshall, and shall cause each of its subsidiaries to, afford to Parent, and to\nParent's officers, employees, accountants, counsel, financial advisors and other\nrepresentatives, upon reasonable notice, reasonable access during normal\nbusiness hours during the period prior to the Effective Time to all their\nrespective properties, books, contracts, commitments, personnel and records and,\nduring such period, the Company shall, and shall cause each of its subsidiaries\nto, furnish promptly to Parent (a) a copy of each report, schedule, registration\nstatement and other document filed by it during such period pursuant to the\nrequirements of Federal or state securities laws and (b) all other information\nconcerning its business, properties and personnel as Parent may reasonably\nrequest; PROVIDED, HOWEVER, that the Company may withhold the documents and\ninformation described in the Company Disclosure Letter to the extent required to\ncomply with the terms of a confidentiality agreement with a third party in\neffect on the date of this Agreement; PROVIDED FURTHER, that the Company shall\nuse all reasonable efforts to obtain, as promptly as practicable, any consent\nfrom such third party required to permit the Company to furnish such documents\nand information to Parent. All information exchanged pursuant to this Section\n6.02 shall be subject to the confidentiality agreement dated November 5, 1999,\nbetween the Company and Alcon Laboratories, Inc. (the \"CONFIDENTIALITY\nAGREEMENT\").\n\n          SECTION 6.03. REASONABLE EFFORTS; NOTIFICATION. (a) Upon the terms and\nsubject to the conditions set forth in this Agreement, each of the parties shall\nuse all\n\n\n   40\n\n\n                                                                              39\n\n\nreasonable efforts to take, or cause to be taken, all reasonable actions, and to\ndo, or cause to be done, and to assist and cooperate with the other parties in\ndoing, all things reasonably necessary, proper or advisable to consummate and\nmake effective, in the most expeditious manner practicable, the Offer, the\nMerger and the other Transactions, including (i) the obtaining of all necessary\nactions or nonactions, waivers, consents and approvals from Governmental\nEntities and the making of all necessary registrations and filings (including\nfilings with Governmental Entities, if any) and the taking of all reasonable\nsteps as may be necessary to obtain an approval or waiver from, or to avoid an\naction or proceeding by, any Governmental Entity, (ii) the obtaining of all\nnecessary consents, approvals or waivers from third parties, (iii) the defending\nof any lawsuits or other legal proceedings, whether judicial or administrative,\nchallenging this Agreement or the consummation of the Transactions, including,\nwhen reasonable, seeking to have any stay or temporary restraining order entered\nby any court or other Governmental Entity vacated or reversed and (iv) the\nexecution and delivery of any additional instruments necessary to consummate the\nTransactions and to fully carry out the purposes of this Agreement; PROVIDED,\nHOWEVER, that the obligations set forth in this sentence shall not be deemed to\nhave been breached as a result of actions by the Company expressly permitted\nunder Section 5.02(b). In connection with and without limiting the foregoing,\nthe Company and the Company Board shall (i) take all action necessary to ensure\nthat no state takeover statute or similar statute or regulation is or becomes\napplicable to any Transaction or this Agreement and (ii) if any state takeover\nstatute or similar statute or regulation becomes applicable to this Agreement,\ntake all action necessary to ensure that the Offer, the Merger and the other\nTransactions may be consummated as promptly as practicable on the terms\ncontemplated by this Agreement and otherwise to minimize the effect of such\nstatute or regulation on the Offer, the Merger and the other Transactions.\nNothing in this Agreement shall be deemed to require any party to waive any\nsubstantial rights or agree to any substantial limitation on its operations or\nto dispose of any significant asset or collection of assets. As promptly as\npracticable after the consummation of the Offer, the Company shall use all\nreasonable efforts to notify Parent of any actions or nonactions of, waivers,\nconsents and approvals from, and registrations and filings with, Governmental\nEntities, and any consents, approvals or waivers from third parties, that would\nbe required in connection with the consummation of the Merger in the event that\nParent elects pursuant to\n\n\n   41\n\n\n                                                                              40\n\n\nSection 1.03 to merge the Company with and into Sub instead of merging Sub into\nthe Company.\n\n          (b) The Company shall give prompt notice to Parent, and Parent or Sub\nshall give prompt notice to the Company, of (i) any representation or warranty\nmade by it contained in this Agreement that is qualified as to materiality\nbecoming untrue or inaccurate in any respect or any such representation or\nwarranty that is not so qualified becoming untrue or inaccurate in any material\nrespect or (ii) the failure by it to comply with or satisfy in any material\nrespect any covenant, condition or agreement to be complied with or satisfied by\nit under this Agreement; PROVIDED, HOWEVER, that no such notification shall\naffect the representations, warranties, covenants or agreements of the parties\nor the conditions to the obligations of the parties under this Agreement.\n\n          SECTION 6.04. STOCK OPTIONS. (a) As soon as practicable following the\ndate of this Agreement, the Company Board (or, if appropriate, any committee\nadministering the Company Stock Plans) shall adopt such resolutions or take such\nother actions as are required to adjust the terms of all outstanding Company\nStock Options and all outstanding Company SARs, in each case whether vested or\nunvested, heretofore granted under any Company Stock Plan to provide that each\nsuch Company Stock Option (and any Company SAR related thereto) outstanding\nimmediately prior to the first acceptance for payment of shares of Company\nCommon Stock pursuant to the Offer shall be canceled in exchange for a cash\npayment by the Company as soon as practicable following the first acceptance for\npayment of shares of Company Common Stock pursuant to the Offer of an amount\nequal to (i) the excess, if any, of (x) the highest price per share of Company\nCommon Stock to be paid pursuant to the Offer over (y) the exercise price per\nshare of Company Common Stock subject to such Company Stock Option, multiplied\nby (ii) the number of shares of Company Common Stock for which such Company\nStock Option shall not theretofore have been exercised. The Company will be\nresponsible for any required reporting to Federal, state or local tax\nauthorities.\n\n          (b) All amounts payable pursuant to this Section 6.04 shall be subject\nto any required withholding of Taxes or proof of eligibility of exemption\ntherefrom and shall be paid without interest by the Company as soon as\npracticable following the first acceptance for payment of shares of Company\nCommon Stock pursuant to the Offer. The Company shall use its best efforts to\nobtain all consents of the holders of Company Stock Options as shall be\nnecessary\n\n\n   42\n\n\n                                                                              41\n\n\nto effectuate the foregoing. Notwithstanding anything to the contrary contained\nin this Agreement, payment shall, at Parent's request, be withheld in respect of\nany Company Stock Option until all necessary consents with respect to such\nCompany Stock Option are obtained.\n\n          (c) The Company Stock Plans shall terminate as of the Effective Time,\nand the provisions in any other Benefit Plan providing for the issuance,\ntransfer or grant of any capital stock of the Company or any interest in respect\nof any capital stock of the Company shall be deleted as of the Effective Time,\nand the Company shall ensure that following the Effective Time no holder of a\nCompany Stock Option or Company SAR or any participant in any Company Stock Plan\nor other Company Benefit Plan shall have any right thereunder to acquire any\ncapital stock of the Company or the Surviving Corporation.\n\n          (d) In this Agreement:\n\n          \"COMPANY STOCK OPTION\" means any option to purchase Company Common\n     Stock granted under any Company Stock Plan.\n\n          \"COMPANY SAR\" means any stock appreciation right linked to the price\n     of Company Common Stock and granted under any Company Stock Plan.\n\n          \"COMPANY STOCK PLANS\" means the 1992 Stock Option Plan for Outside\n     Directors, the 1999 Outside Director Compensation Plan, the 1987 Stock\n     Option Plan, the 1997 Stock Option Plan, the Employee Stock Purchase Plan\n     and all agreements under which there are outstanding options to purchase\n     Company Common Stock granted to employees, consultants or any other person.\n\n          SECTION 6.05. BENEFIT PLANS. (a) Except as set forth in Section 6.04,\nParent agrees to cause the Surviving Corporation (i) to maintain for a period of\none year after the Effective Time the Company Benefit Plans (other than\nequity-based plans) in effect on the date of this Agreement or (ii) to provide\nbenefits (other than equity-based plans) to each current employee of the Company\nand its subsidiaries that are not materially less favorable in the aggregate to\nsuch employees than those benefits in effect for such employees on the date of\nthis Agreement.\n\n          (b) In addition to the agreement set forth in Section 6.05(a), from\nand after the Control Date and from and after the Effective Time, Parent shall\ncause the Company or the Surviving Corporation, as applicable, to honor in\n\n\n   43\n\n\n                                                                              42\n\n\naccordance with their respective terms (as in effect on the date of this\nAgreement), all the Company's employment, severance and termination agreements,\nplans and policies disclosed in the Company Disclosure Letter, including any\nchange in control provisions contained therein.\n\n          (c) With respect to any \"employee benefit plan\", as defined in Section\n3(3) of ERISA, maintained by Parent or any of its subsidiaries (including any\nseverance plan), for all purposes, including determining eligibility to\nparticipate and vesting, service with the Company or any Company Subsidiary\nshall be treated as service with Parent or any of its subsidiaries; PROVIDED,\nHOWEVER, that such service need not be recognized to the extent that such\nrecognition would result in any duplication of benefits.\n\n          SECTION 6.06. INDEMNIFICATION. (a) Parent shall, to the fullest extent\npermitted by Law, cause the Company (from and after the Control Date) and the\nSurviving Corporation (from and after the Effective Time) to honor all the\nCompany's obligations to indemnify, defend and hold harmless (including any\nobligations to advance funds for expenses) the current and former directors and\nofficers of the Company and its subsidiaries against all losses, claims, damages\nor liabilities arising out of acts or omissions by any such directors and\nofficers occurring prior to the Effective Time to the maximum extent that such\nobligations of the Company exist on the date of this Agreement, whether pursuant\nto the Company Charter, the Company By-laws, the BCL, individual indemnity\nagreements or otherwise, and such obligations shall survive the Merger and shall\ncontinue in full force and effect in accordance with the terms of the Company\nCharter, the Company By-laws, the BCL and such individual indemnity agreements\nfrom the Effective Time until the expiration of the applicable statute of\nlimitations with respect to any claims against such directors or officers\narising out of such acts or omissions. In the event a current or former director\nor officer of the Company or any of its subsidiaries is entitled to\nindemnification under this Section 6.06(a), such director or officer shall be\nentitled to reimbursement from the Company (from and after the Control Date) or\nthe Surviving Corporation (from and after the Effective Time) for reasonable\nattorney fees and expenses incurred by such director or officer in pursuing such\nindemnification, including payment of such fees and expenses by the Surviving\nCorporation or the Company, as applicable, in advance of the final disposition\nof such action upon receipt of an undertaking by such current or former director\nor officer to repay such payment if it shall be adjudicated that such\n\n\n   44\n\n\n                                                                              43\n\ncurrent or former director or officer was not entitled to such payment.\n\n          (b) From and after the Control Date and for a period of six years\nafter the Effective Time, Parent shall cause to be maintained in effect the\ncurrent policies of directors' and officers' liability insurance maintained by\nthe Company (provided that Parent may either (i) substitute therefor policies\nwith reputable and financially sound carriers or (ii) maintain self insurance or\nsimilar arrangements through a financially sound insurance affiliate of Parent,\nin each case of at least the same coverage and amounts containing terms and\nconditions which are no less advantageous) with respect to claims arising from\nor related to facts or events which occurred at or before the Effective Time;\nPROVIDED, HOWEVER, that Parent shall not be obligated to make annual premium\npayments for such insurance to the extent such premiums exceed 200% of the\nannual premiums paid as of the date hereof by the Company for such insurance\n(such 200% amount, the \"MAXIMUM PREMIUM\"). If such insurance coverage cannot be\nobtained at all, or can only be obtained at an annual premium in excess of the\nMaximum Premium, Parent shall maintain the most advantageous policies of\ndirectors' and officers' insurance obtainable for an annual premium equal to the\nMaximum Premium. The Company represents to Parent that the Maximum Premium is\n$400,000.\n\n          (c) The Company will maintain, through the Effective Time, the\nCompany's existing directors' and officers' insurance in full force and effect\nwithout reduction of coverage.\n\n          (d) The By-Laws of the Surviving Corporation shall contain the\nprovisions that are set forth, as of the date of this Agreement, in Article VIII\nof the By-Laws of the Company, which provisions shall not be amended, repealed\nor otherwise modified for a period of six years from the Effective Time in any\nmanner that would affect adversely the rights thereunder of individuals who at\nor at any time prior to the Effective Time were directors, officers, employees\nor other agents of the Company (and during such period the Articles of\nOrganization of the Company shall not be amended, repealed or otherwise modified\nin any manner that would have the effect of so amending, repealing or otherwise\nmodifying such provisions of the By-Laws).\n\n          (e) If the Surviving Corporation or any of its successors or assigns\n(i) consolidates with or merges into any other person and shall not be the\ncontinuing or surviving corporation or entity of such consolidation or\n\n\n   45\n\n\n                                                                              44\n\n\nmerger and the continuing or surviving entity does not assume the obligations of\nthe Surviving Corporation set forth in this Section 6.06, or (ii) transfers all\nor substantially all of its properties and assets to any person, then, and in\neach such case, proper provision shall be made so that the successors and\nassigns of the Surviving Corporation assume, as a matter of law or otherwise,\nthe obligations set forth in this Section 6.06.\n\n          (f) Parent guarantees that if for any reason the Company or the\nSurviving Corporation, as the case may be, shall not meet its obligations\npursuant to this Section 6.06, it shall meet such obligations in full when and\nas such obligations arise.\n\n          SECTION 6.07. FEES AND EXPENSES. (a) Except as provided below, all\nfees and expenses incurred in connection with the Merger and the other\nTransactions shall be paid by the party incurring such fees or expenses, whether\nor not the Merger is consummated.\n\n          (b) The Company shall pay to Parent a fee of $32.5 million if: (i)\nthis Agreement is terminated pursuant to Section 8.01(b)(iii) as a result of the\nfailure of the condition set forth in paragraph (d) of Exhibit A; (ii) the\nCompany terminates this Agreement pursuant to Section 8.01(e); (iii) Parent\nterminates this Agreement pursuant to Section 8.01(d)(i) or 8.01(d)(ii) as a\nresult of a material breach of Section 5.02; (iv) after the date of this\nAgreement, any person makes a Company Takeover Proposal, (A) the Offer shall\nhave remained open until the scheduled expiration date immediately following the\ndate such Company Takeover Proposal is made, (B) the Minimum Tender Condition is\nnot satisfied at such expiration date, (C) this Agreement is terminated pursuant\nto Section 8.01(b)(i) or 8.01(b)(iii) (other than as a result of the failure of\nthe condition set forth in paragraph (d) of Exhibit A) and (D) within 12 months\nof such termination the Company enters into a definitive agreement to\nconsummate, or consummates, the transactions contemplated by a Company Takeover\nProposal; or (v) subject to Section 6.07(c), this Agreement is terminated\npursuant to Section 8.01(c) as a result of a wilful breach by the Company and\nwithin 12 months of such termination the Company enters into a definitive\nagreement to consummate, or consummates, the transactions contemplated by a\nCompany Takeover Proposal. Any fee due under this Section 6.07(b) shall be paid\nby wire transfer of same-day funds on the date of termination of this Agreement\n(except that in the case of clause (iv) or (v) above such payment shall be made\non the\n\n\n   46\n\n\n                                                                              45\n\n\ndate of execution of such definitive agreement or, if earlier, consummation of\nsuch transactions).\n\n          (c) If the Company becomes obligated to pay a fee under Section\n6.07(b) as a result of a termination pursuant to Section 8.01(c), Parent may\nelect not to receive the fee and may instead pursue any and all rights, claims\nand causes of action it may have under Law with respect to the breach giving\nrise to such right of termination. If Parent elects to receive the fee, and the\nCompany pays the fee as required by Section 6.07(b), the payment by the Company\nof such fee shall be Parent's sole remedy with respect to such breach and Parent\nshall waive, to the fullest extent permitted by Law, any and all rights, claims\nand causes of action (other than claims of, or causes of action arising from,\nfraud) it may have against the Company with respect to such breach.\n\n          SECTION 6.08. PUBLIC ANNOUNCEMENTS. Parent and Sub, on the one hand,\nand the Company, on the other hand, shall consult with each other before\nissuing, and provide each other the opportunity to review and comment upon, any\npress release or other public statements with respect to the Offer, the Merger\nand the other Transactions and shall not issue any such press release or make\nany such public statement prior to such consultation, except as may be required\nby applicable Law (including foreign regulations relating to competition), court\nprocess or by obligations pursuant to any listing agreement with any national\nsecurities exchange.\n\n          SECTION 6.09. TRANSFER TAXES. All stock transfer, real estate\ntransfer, documentary, stamp, recording and other similar Taxes (including\ninterest, penalties and additions to any such Taxes) (\"TRANSFER TAXES\") incurred\nin connection with the Transactions shall be paid by the party upon whom the\nprimary burden for payment is placed by the applicable law. Each party shall\ncooperate with the other in preparing, executing and filing any Tax Returns with\nrespect to such Transfer Taxes and shall use reasonable efforts to avail itself\nof any available exemptions from such Transfer Taxes, and shall cooperate in\nproviding any information and documentation that may be necessary to obtain such\nexemptions.\n\n          SECTION 6.10. DIRECTORS. Promptly upon the first acceptance for\npayment of, and payment by Sub for, any shares of Company Common Stock pursuant\nto the Offer, Sub shall be entitled to designate such number of directors on the\nCompany Board as will give Sub, subject to compliance with Section 14(f) of the\nExchange Act, representation on the Company Board equal to at least that number\nof\n\n\n   47\n\n\n                                                                              46\n\n\ndirectors, rounded up to the next whole number, which is the product of (a) the\ntotal number of directors on the Company Board (giving effect to the directors\nelected pursuant to this sentence) multiplied by (b) the percentage that (i)\nsuch number of shares of Company Common Stock so accepted for payment and paid\nfor by Sub plus the number of shares of Company Common Stock otherwise owned by\nSub or any other subsidiary of Parent bears to (ii) the number of such shares\noutstanding, and the Company shall, at such time, cause Sub's designees to be so\nelected; PROVIDED, HOWEVER, that in the event that Sub's designees are appointed\nor elected to the Company Board, until the Effective Time the Company Board\nshall have at least three directors who are directors on the date of this\nAgreement and who are not officers of the Company (the \"INDEPENDENT DIRECTORS\");\nand PROVIDED FURTHER that, in such event, if the number of Independent Directors\nshall be reduced below three for any reason whatsoever, any remaining\nIndependent Directors (or Independent Director, if there shall be only one\nremaining) shall be entitled to designate persons to fill such vacancies who\nshall be deemed to be Independent Directors for purposes of this Agreement or,\nif no Independent Directors then remain, the other directors shall designate\nthree persons to fill such vacancies who are not officers, stockholders or\naffiliates of the Company, Parent or Sub, and such persons shall be deemed to be\nIndependent Directors for purposes of this Agreement. Subject to applicable Law,\nthe Company shall take all action requested by Parent necessary to effect any\nsuch election, including mailing to its stockholders the Information Statement\ncontaining the information required by Section 14(f) of the Exchange Act and\nRule 14f-1 promulgated thereunder, and the Company shall make such mailing with\nthe mailing of the Schedule 14D-9 (provided that Sub shall have provided to the\nCompany on a timely basis all information required to be included in the\nInformation Statement with respect to Sub's designees). In connection with the\nforegoing, the Company shall promptly, at the option of Sub, either increase the\nsize of the Company Board or obtain the resignation of such number of its\ncurrent directors as is necessary to enable Sub's designees to be elected or\nappointed to the Company Board as provided above.\n\n          SECTION 6.11. RIGHTS AGREEMENT; CONSEQUENCES IF RIGHTS TRIGGERED. The\nCompany Board shall take all action requested in writing by Parent in order to\nrender the Company Rights inapplicable to the Offer, the Merger and the other\nTransactions. Except as approved in writing by Parent, the Company Board shall\nnot (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or\n(iii) take any action with respect to, or make any\n\n\n   48\n\n\n                                                                              47\n\n\ndetermination under, the Company Rights Agreement, in each case in a manner\nadverse to Parent or Sub. If any Distribution Date, Stock Acquisition Date or\nCommon Stock Event occurs under the Company Rights Agreement at any time during\nthe period from the date of this Agreement to the Effective Time, the Company\nand Parent shall make such adjustment to the Offer Price as the Company and\nParent shall mutually agree so as to preserve the economic benefits that the\nCompany and Parent each reasonably expected on the date of this Agreement to\nreceive as a result of the consummation of the Offer, the Merger and the other\nTransactions.\n\n          SECTION 6.12. STOCKHOLDER LITIGATION. The Company shall give Parent\nthe opportunity to participate in the defense or settlement of any stockholder\nlitigation against the Company and its directors relating to any Transaction;\nPROVIDED, HOWEVER, that Parent shall have the right to prevent the Company from\nentering into any such settlement without Parent's consent if Parent agrees to\nindemnify the Company and each director of the Company for the amount of its,\nhis or her liability, if any, arising from the underlying claim, net of any\ninsurance proceeds received by such person, that is in excess of the amount for\nwhich such person would have been liable under such settlement.\n\n          SECTION 6.13. TRANSFERS OF CERTAIN INTANGIBLE ASSETS. No later than\nsimultaneously with the first acceptance for payment of, and payment by Sub for,\nat least two-thirds of the Fully Diluted Shares (as defined in Exhibit A)\npursuant to the Offer, (a) the Company shall cause its subsidiary, Autonomous\nTechnologies Corp., a Delaware corporation (\"AUTONOMOUS\"), to transfer (x)\ncertain of the Intellectual Property Rights of Autonomous and its subsidiaries\nand (y) certain licenses, approvals and registrations issued by, or filed with,\nthe FDA, and all other Governmental Entities performing similar functions, and\nall rights therein, of Autonomous and its subsidiaries with respect to any\nproducts of Autonomous and its subsidiaries to Alcon Universal Ltd., a Swiss\ncorporation (\"AUL\"), in exchange for a cash payment by AUL equal to the fair\nmarket value of the transferred assets, and (b) the Company shall transfer to\nAUL all of the outstanding shares of stock in its subsidiary, Summit Technology\nIreland B.V., a Netherlands corporation (\"DUTCHCO\"), in exchange for a cash\npayment by AUL equal to the net book value of DutchCo). If any consent required\nto transfer an asset pursuant to this Section 6.13 has not been obtained prior\nto the time at which such transfer would otherwise occur, Parent and the Company\nshall cooperate in any lawful and reasonable\n\n\n   49\n\n\n                                                                              48\n\narrangement proposed by Parent under which AUL shall obtain the economic claims,\nrights and benefits under such asset until such consent has been obtained.\n\n\n                                   ARTICLE VII\n\n                              CONDITIONS PRECEDENT\n\n          SECTION 7.01. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE\nMERGER. The respective obligation of each party to effect the Merger is subject\nto the satisfaction or waiver on or prior to the Closing Date of the following\nconditions:\n\n          (a) STOCKHOLDER APPROVAL. The Company shall have obtained the Company\nStockholder Approval, if required.\n\n          (b) ANTITRUST. The waiting period (and any extension thereof)\napplicable to the Merger under the HSR Act shall have been terminated or shall\nhave expired. Any consents, approvals and filings under any other foreign\nantitrust Law the absence of which would prohibit the consummation of Merger,\nshall have been obtained or made.\n\n          (c) NO INJUNCTIONS OR RESTRAINTS. No statute, rule, regulation,\nexecutive order, decree, temporary restraining order, preliminary or permanent\ninjunction or other order enacted, entered, promulgated, enforced or issued by\nany Governmental Entity or other legal restraint or prohibition preventing the\nconsummation of the Merger or the other Transactions shall be in effect;\nPROVIDED, HOWEVER, that prior to asserting this condition each of the parties\nshall have used all reasonable efforts to prevent the entry of any such\ninjunction or other order and to appeal as promptly as possible any such\ninjunction or other order that may be entered.\n\n          (d) ACCEPTANCE OF SHARES PURSUANT TO THE OFFER. Sub shall have\naccepted shares of Company Common Stock for payment pursuant to the Offer;\nPROVIDED, that the obligation of a party to effect the Merger shall not be\nconditioned on the fulfillment of the condition set forth in this clause (d) if\nthe failure of Sub to accept shares of Company Common Stock for payment pursuant\nto the Offer shall have constituted or resulted from a material breach of the\nOffer or this Agreement by such party.\n\n\n   50\n\n\n                                                                              49\n\n                                  ARTICLE VIII\n\n                        TERMINATION, AMENDMENT AND WAIVER\n\n          SECTION 8.01. TERMINATION. This Agreement may be terminated at any\ntime prior to the Effective Time, whether before or after receipt of Company\nStockholder Approval:\n\n          (a) by mutual written consent of Parent, Sub and the Company;\n\n          (b) by either Parent or the Company:\n\n               (i) if the Offer is not consummated on or before November 26,\n          2000 (the \"OUTSIDE DATE\"), unless the failure to consummate the Offer\n          is the result of a wilful and material breach of this Agreement by the\n          party seeking to terminate this Agreement;\n\n               (ii) if any Governmental Entity issues an order, decree or ruling\n          or takes any other action permanently enjoining, restraining or\n          otherwise prohibiting the acceptance for payment of, or payment for,\n          shares of Company Common Stock pursuant to the Offer or the Merger and\n          such order, decree, ruling or other action shall have become final and\n          nonappealable;\n\n               (iii) if as the result of the failure of any of the conditions\n          set forth in Exhibit A to this Agreement, the Offer shall have\n          terminated or expired in accordance with its terms without Sub having\n          accepted shares of Company Common Stock for payment pursuant to the\n          Offer; PROVIDED, HOWEVER, that the right to terminate this Agreement\n          pursuant to this clause (iii) shall not be available to any party\n          whose failure to fulfill any of its obligations under this Agreement\n          results in the failure of any such condition or if the failure of such\n          condition results from facts or circumstances that constitute a wilful\n          breach of any representation or warranty under this Agreement by such\n          party; or\n\n               (iv) if, upon a vote at a duly held meeting to obtain the Company\n          Stockholder Approval, the Company Stockholder Approval is not\n          obtained; PROVIDED, that Parent may not terminate this Agreement under\n          this Section 8.01(b)(iv) if the Company Common Stock owned by Sub,\n          Parent or any\n\n\n   51\n\n\n                                                                              50\n\n\n          other subsidiary of Parent shall not have been voted in favor of\n          obtaining the Company Stockholder Approval;\n\n          (c) by Parent, if the Company breaches or fails to perform in any\nmaterial respect any of its representations, warranties or covenants contained\nin this Agreement (other than a breach or failure to perform for which Parent\nhas the right to terminate this Agreement pursuant to Section 8.01(d)(ii)),\nwhich breach or failure to perform (i) would give rise to the failure of a\ncondition set forth in Exhibit A, and (ii) cannot be or has not been cured\nwithin 30 days after the giving of written notice to the Company of such breach\n(provided that Parent is not then in material breach of any representation,\nwarranty or covenant contained in this Agreement); or\n\n          (d) by Parent prior to the first acceptance of shares of Company\nCommon Stock for payment pursuant to the Offer:\n\n               (i) if the Company Board or any committee thereof withdraws or\n          modifies in a manner adverse to Parent or Sub, or publicly proposes to\n          withdraw or modify in a manner adverse to Parent or Sub, its approval\n          or recommendation of this Agreement, the Offer or the Merger, fails to\n          recommend to the Company's stockholders that they accept the Offer and\n          give the Company Stockholder Approval or publicly approves or\n          recommends, or publicly proposes to approve or recommend, any Company\n          Takeover Proposal; or\n\n               (ii) if the Company or any of its officers, directors, employees,\n          representatives or agents takes any of the actions that would be\n          proscribed by Section 5.02 but for the exceptions therein allowing\n          certain actions to be taken pursuant to the proviso in the first\n          sentence of Section 5.02(a); or\n\n          (e) by the Company prior to the first acceptance of shares of Company\nCommon Stock for payment pursuant to the Offer in accordance with Section\n8.05(b); PROVIDED, HOWEVER, that the Company shall have complied with all\nprovisions thereof, including the notice provisions therein; or\n\n          (f) by the Company prior to the first acceptance of shares of Company\nCommon Stock for payment pursuant\n\n\n   52\n\n\n                                                                              51\n\n\n     to the Offer, if Parent breaches or fails to perform in any material\n     respect any of its representations, warranties or covenants contained in\n     this Agreement, which breach or failure to perform cannot be or has not\n     been cured within 30 days after the giving of written notice to Parent of\n     such breach (provided that the Company is not then in material breach of\n     any representation, warranty or covenant contained in this Agreement).\n\n          SECTION 8.02. EFFECT OF TERMINATION. In the event of termination of\nthis Agreement by either the Company or Parent as provided in Section 8.01, this\nAgreement shall forthwith become void and have no effect, without any liability\nor obligation on the part of Parent, Sub or the Company, other than Section\n3.16, Section 4.06, the last sentence of Section 6.02, Section 6.07, this\nSection 8.02 and Article IX, which provisions shall survive such termination,\nand except to the extent that such termination results from the wilful and\nmaterial breach by a party of any representation, warranty or covenant set forth\nin this Agreement.\n\n          SECTION 8.03. AMENDMENT. This Agreement may be amended by the parties\nat any time before or after receipt of the Company Stockholder Approval;\nPROVIDED, HOWEVER, that after receipt of the Company Stockholder Approval, there\nshall be made no amendment that by Law requires further approval by the\nstockholders of the Company without the further approval of such stockholders;\nand PROVIDED, FURTHER, that after this Agreement is adopted by the Company's\nstockholders, no such amendment or modification shall be made that reduces the\namount or changes the form of Merger Consideration or otherwise materially and\nadversely affects the rights of the Company's stockholders hereunder, without\nthe further approval of such stockholders. This Agreement may not be amended\nexcept by an instrument in writing signed on behalf of each of the parties.\n\n          SECTION 8.04. EXTENSION; WAIVER. At any time prior to the Effective\nTime, the parties may (a) extend the time for the performance of any of the\nobligations or other acts of the other parties, (b) waive any inaccuracies in\nthe representations and warranties contained in this Agreement or in any\ndocument delivered pursuant to this Agreement or (c) subject to the proviso of\nSection 8.03, waive compliance with any of the agreements or conditions\ncontained in this Agreement. Any agreement on the part of a party to any such\nextension or waiver shall be valid only if set forth in an instrument in writing\nsigned on behalf of such party. The failure of any party to this Agreement to\nassert any of its\n\n\n   53\n\n\n                                                                              52\n\n\nrights under this Agreement or otherwise shall not constitute a waiver of such\nrights.\n\n          SECTION 8.05. PROCEDURE FOR TERMINATION, AMENDMENT, EXTENSION OR\nWAIVER. (a) A termination of this Agreement pursuant to Section 8.01, an\namendment of this Agreement pursuant to Section 8.03 or an extension or waiver\npursuant to Section 8.04 shall, in order to be effective, require in the case of\nParent, Sub or the Company, action by its Board of Directors or the duly\nauthorized designee of its Board of Directors; PROVIDED, that in the case of the\nCompany, such action shall also require action by a majority of the Independent\nDirectors.\n\n          (b) The Company may terminate this Agreement pursuant to Section\n8.01(e) only if (i) the Company Board has received a Superior Company Proposal,\n(ii) in light of such Superior Company Proposal the Company Board shall have\ndetermined in good faith, after consultation with outside counsel, that it is\nnecessary for the Company Board to withdraw or modify its approval or\nrecommendation of this Agreement, the Offer or the Merger in order to act in a\nmanner consistent with its fiduciary duty under applicable Law, (iii) the\nCompany has notified Parent in writing of the determinations described in clause\n(ii) above, (iv) at least three business days following receipt by Parent of the\nnotice referred to in clause (iii) above, and taking into account any revised\nproposal made by Parent since receipt of the notice referred to in clause (iii)\nabove, such Superior Company Proposal remains a Superior Company Proposal and\nthe Company Board has again made the determinations referred to in clause (ii)\nabove, (v) the Company is in compliance with Section 5.02 (other than breaches\nthat, individually and in the aggregate, are not material and do not prejudice\nParent's rights under this Agreement), (vi) the Company has previously paid the\nfee due under Section 6.07, (vii) the Company Board concurrently approves, and\nthe Company concurrently enters into, a definitive agreement providing for the\nimplementation of such Superior Company Proposal and (viii) Parent is not at\nsuch time entitled to terminate this Agreement pursuant to Section 8.01(c).\n\n\n                                   ARTICLE IX\n\n                               GENERAL PROVISIONS\n\n          SECTION 9.01. NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. Except as\nprovided in the last sentence of this Section 9.01, none of the representations\nand warranties in this Agreement or in any instrument delivered pursuant to\n\n\n   54\n\n\n                                                                              53\n\n\nthis Agreement shall survive the Effective Time. This Section 9.01 (including\nany rights arising out of any breach of such representations and warranties)\nshall not limit any covenant or agreement of the parties which by its terms\ncontemplates performance after the Effective Time.\n\n          SECTION 9.02. NOTICES. All notices, requests, claims, demands and\nother communications under this Agreement shall be in writing and shall be\ndeemed given (i) seven days after mailing by certified mail, (ii) when delivered\nby hand, (iii) upon confirmation of receipt by telecopy or (iv) one business day\nafter sending by overnight delivery service, to the parties at the following\naddresses (or at such other address for a party as shall be specified by like\nnotice):\n\n          (a) if to Parent or Sub, to\n\n               Alcon Holdings Inc.\n               6201 South Freeway\n               Fort Worth, TX 76134-2099\n\n               Attention:  Elaine E. Whitbeck, Esq.\n               Facsimile:  (817) 568-7579\n\n               with a copy to:\n\n               Cravath, Swaine &amp; Moore\n               825 Eighth Avenue\n               New York, NY  10019\n\n               Attention:  Alan C. Stephenson, Esq.\n               Facsimile:  (212) 474-3700\n\n          (b) if to the Company, to\n\n               Summit Autonomous Inc.\n               21 Hickory Drive\n               Waltham, MA  02451\n\n               Attention:  James A. Lightman, Esq.\n               Facsimile:  (781) 890-6739\n\n               with a copy to:\n\n               Ropes &amp; Gray\n               One International Place\n               Boston, MA  02110-2624\n\n               Attention:  Keith F. Higgins, Esq.\n               Facsimile:  (617) 951-7050\n\n\n   55\n\n\n                                                                              54\n\n\n          SECTION 9.03. DEFINITIONS. For purposes of this Agreement:\n\n          An \"AFFILIATE\" of any person means another person that directly or\nindirectly, through one or more intermediaries, controls, is controlled by, or\nis under common control with, such first person.\n\n          A \"KEY EMPLOYEE\" means an employee of the Company or any Company\nSubsidiary whose total annual compensation (including incentive compensation),\nafter giving effect to any increase after the date of this Agreement, exceeds\n$85,000.\n\n          A \"MATERIAL ADVERSE EFFECT\" on a party means a material adverse effect\non the business, assets, condition (financial or otherwise) or results of\noperations of such party and its subsidiaries, taken as a whole.\n\n          A \"PERSON\" means any individual, firm, corporation, partnership,\ncompany, limited liability company, trust, joint venture, association,\nGovernmental Entity or other entity.\n\n          A \"SUBSIDIARY\" of any person means another person, an amount of the\nvoting securities, other voting ownership or voting partnership interests of\nwhich is sufficient to elect at least a majority of its Board of Directors or\nother governing body (or, if there are no such voting interests, 50% or more of\nthe equity interests of which) is owned directly or indirectly by such first\nperson.\n\n          \"TO THE KNOWLEDGE\" of any specified corporation means to the actual\nknowledge of any director or officer of such corporation.\n\n          SECTION 9.04. INTERPRETATION; DISCLOSURE LETTERS. When a reference is\nmade in this Agreement to a Section, such reference shall be to a Section of\nthis Agreement unless otherwise indicated. The table of contents and headings\ncontained in this Agreement are for reference purposes only and shall not affect\nin any way the meaning or interpretation of this Agreement. Whenever the words\n\"include\", \"includes\" or \"including\" are used in this Agreement, they shall be\ndeemed to be followed by the words \"without limitation\". Any matter disclosed in\nany section of the Company Disclosure Letter shall be deemed disclosed only for\nthe purposes of the specific Sections of this Agreement to which such section\nrelates.\n\n\n   56\n\n\n                                                                              55\n\n\n          SECTION 9.05. SEVERABILITY. If any term or other provision of this\nAgreement is invalid, illegal or incapable of being enforced by any rule or law,\nor public policy, all other conditions and provisions of this Agreement shall\nnevertheless remain in full force and effect so long as the economic or legal\nsubstance of the transactions contemplated hereby is not affected in any manner\nmaterially adverse to any party. Upon such determination that any term or other\nprovision is invalid, illegal or incapable of being enforced, the parties hereto\nshall negotiate in good faith to modify this Agreement so as to effect the\noriginal intent of the parties as closely as possible in an acceptable manner to\nthe end that transactions contemplated hereby are fulfilled to the extent\npossible.\n\n          SECTION 9.06. COUNTERPARTS. This Agreement may be executed in one or\nmore counterparts, all of which shall be considered one and the same agreement\nand shall become effective when one or more counterparts have been signed by\neach of the parties and delivered to the other parties.\n\n          SECTION 9.07. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This\nAgreement, taken together with the Company Disclosure Letter and the\nConfidentiality Agreement, (a) constitute the entire agreement, and supersede\nall prior agreements and understandings, both written and oral, among the\nparties with respect to the Transactions and (b) except for the provisions of\nArticle II, Section 6.04 and Section 6.06, are not intended to confer upon any\nperson other than the parties any rights or remedies.\n\n          SECTION 9.08. GOVERNING LAW. This Agreement shall be governed by, and\nconstrued in accordance with, the laws of The Commonwealth of Massachusetts,\nregardless of the laws that might otherwise govern under applicable principles\nof conflicts of laws thereof.\n\n          SECTION 9.09. ASSIGNMENT. Neither this Agreement nor any of the\nrights, interests or obligations under this Agreement shall be assigned, in\nwhole or in part, by operation of law or otherwise by any of the parties without\nthe prior written consent of the other parties, except that Sub may assign, in\nits sole discretion, any of or all its rights, interests and obligations under\nthis Agreement to Parent or to any direct or indirect wholly owned subsidiary of\nParent, but no such assignment shall relieve Sub of any of its obligations under\nthis Agreement. Any purported assignment without such consent shall be void.\nSubject to the preceding sentences, this Agreement will be binding upon, inure\nto the benefit of, and be enforceable by, the parties and their respective\nsuccessors and assigns.\n\n\n   57\n\n\n                                                                              56\n\n\n          SECTION 9.10. ENFORCEMENT. The parties agree that irreparable damage\nwould occur in the event that any of the provisions of this Agreement were not\nperformed in accordance with their specific terms or were otherwise breached. It\nis accordingly agreed that the parties shall be entitled to an injunction or\ninjunctions to prevent breaches of this Agreement and to enforce specifically\nthe terms and provisions of this Agreement in any Massachusetts state court or\nany Federal court located in The Commonwealth of Massachusetts, this being in\naddition to any other remedy to which they are entitled at law or in equity. In\naddition, each of the parties hereto (a) consents to submit itself to the\npersonal jurisdiction of any Massachusetts state court or any Federal court\nlocated in The Commonwealth of Massachusetts in the event any dispute arises out\nof this Agreement or any Transaction, (b) agrees that it will not attempt to\ndeny or defeat such personal jurisdiction by motion or other request for leave\nfrom any such court, (c) agrees that it will not bring any action relating to\nthis Agreement or any Transaction in any court other than any Massachusetts\nstate court or any Federal court sitting in The Commonwealth of Massachusetts\nand (d) waives any right to trial by jury with respect to any action related to\nor arising out of this Agreement or any Transaction.\n\n          SECTION 9.11. CONSENTS. Whenever this Agreement requires or permits\nconsent by or on behalf of any party hereto, such consent shall be given in\nwriting in a manner consistent with the requirements for a waiver of compliance\nas set forth in Sections 8.04 and 8.05. Sub hereby agrees that any consent or\nwaiver of compliance given by Parent hereunder shall be conclusively binding\nupon it, whether given expressly on its behalf or not.\n\n\n   58\n\n\n          IN WITNESS WHEREOF, Parent, Sub and the Company have duly executed\nthis Agreement, all as of the date first written above.\n\n                                    ALCON HOLDINGS INC.,\n\n                                      by   \/s\/ Timothy R.G. Sear\n                                        ------------------------------\n                                        Name:  Timothy R.G. Sear\n                                        Title: Chairman of the Board,\n                                               Chief Executive Officer\n                                               and President\n\n\n                                    ALCON ACQUISITION CORP.,\n\n                                      by   \/s\/ Elaine E. Whitbeck\n                                        ------------------------------\n                                        Name:  Elaine E. Whitbeck\n                                        Title: President\n\n                                      by   \/s\/ Douglas MacHatton\n                                        ------------------------------\n                                        Name:  Douglas MacHatton\n                                        Title: Treasurer\n\n\n                                    SUMMIT AUTONOMOUS INC.,\n\n                                      by   \/s\/ Robert J. Palmisano\n                                        ------------------------------\n                                        Name:  Robert J. Palmisano\n                                        Title: President and\n                                               Chief Executive Officer\n\n                                      by   \/s\/ Robert J. Kelly\n                                        ------------------------------\n                                        Name:  Robert J. Kelly\n                                        Title: Treasurer\n\n\n   59\n\n\n                                                                       EXHIBIT A\n\n\n                             CONDITIONS OF THE OFFER\n\n          Notwithstanding any other term of the Offer or this Agreement, Sub\nshall not be required to accept for payment or, subject to any applicable rules\nand regulations of the SEC, including Rule 14e-l(c) under the Exchange Act\n(relating to Sub's obligation to pay for or return tendered shares of Company\nCommon Stock promptly after the termination or withdrawal of the Offer), to pay\nfor any shares of Company Common Stock tendered pursuant to the Offer unless (i)\nthere shall have been validly tendered and not withdrawn prior to the expiration\nof the Offer that number of shares of Company Common Stock which, together with\nthat number of shares of Company Common Stock owned by Parent, Sub and Parent's\nother subsidiaries, would represent at least two-thirds of the Fully Diluted\nShares (the \"MINIMUM TENDER CONDITION\") and (ii) any waiting period under the\nHSR Act applicable to the purchase of shares of Company Common Stock pursuant to\nthe Offer shall have expired or been terminated. The term \"FULLY DILUTED SHARES\"\nmeans all outstanding securities entitled generally to vote in the election of\ndirectors of the Company on a fully diluted basis, after giving effect to the\nexercise or conversion of all options, rights and securities exercisable or\nconvertible into such voting securities. Furthermore, notwithstanding any other\nterm of the Offer or this Agreement, Sub shall not be required to accept for\npayment or, subject as aforesaid, to pay for any shares of Company Common Stock\nnot theretofore accepted for payment or paid for, and may terminate or amend the\nOffer, (A) with the consent of the Company or (B) without the consent of the\nCompany at any time on or after the date of this Agreement and before the first\nacceptance of such shares for payment or the payment therefor when any of the\nfollowing conditions exists:\n\n          (a) there shall be threatened or pending any suit, action or\n     proceeding by any Governmental Entity, or pending any suit, action or\n     proceeding with a reasonable likelihood of success by any other person, (i)\n     challenging the acquisition by Parent or Sub of any Company Common Stock,\n     seeking to restrain or prohibit the making or consummation of the Offer or\n     the Merger or any other Transaction, or seeking to obtain from the Company,\n     Parent or Sub any damages that are material in relation to the Company and\n     its subsidiaries taken as a whole, (ii) seeking to prohibit or limit the\n     ownership or operation by the Company, Parent or any of their respective\n     subsidiaries of any material portion of the business or assets of the\n     Company and its subsidiaries taken as whole or Parent and its subsidiaries\n     taken as\n\n\n   60\n\n\n                                                                               2\n\n     a whole, or to compel the Company, Parent or any of their respective\n     subsidiaries to dispose of or hold separate any material portion of the\n     business or assets of the Company and its subsidiaries taken as whole or\n     Parent and its subsidiaries taken as a whole, as a result of the Offer, the\n     Merger or any other Transaction, (iii) seeking to impose limitations on the\n     ability of Parent or Sub to acquire or hold, or exercise full rights of\n     ownership of, any shares of Company Common Stock, including the right to\n     vote the Company Common Stock acquired by it on all matters properly\n     presented to the stockholders of the Company or (iv) seeking to prohibit\n     Parent or any of its subsidiaries from effectively controlling in any\n     material respect the business or operations of the Company and the Company\n     Subsidiaries;\n\n          (b) any Law or Judgment enacted, entered, enforced, promulgated,\n     amended or issued with respect to, or deemed applicable to, or any required\n     consent or approval withheld with respect to, (i) Parent, the Company or\n     any of their respective subsidiaries or (ii) the Offer, the Merger or any\n     other Transaction, by any Governmental Entity that is reasonably likely to\n     result, directly or indirectly, in any of the consequences referred to in\n     paragraph (a) above;\n\n          (c) except as disclosed in the Filed Company SEC Documents or the\n     Company Disclosure Letter, since the date of the most recent audited\n     financial statements included in the Filed Company SEC Documents there\n     shall have occurred any event, change, effect or development that,\n     individually or in the aggregate, has had or would reasonably be expected\n     to have, a Company Material Adverse Effect;\n\n          (d) the Company Board or any committee thereof shall have withdrawn or\n     modified in a manner adverse to Parent or Sub, or publicly proposed to\n     withdraw or modify in a manner adverse to Parent or Sub, its approval or\n     recommendation of this Agreement, the Offer or the Merger, failed to\n     recommend to the Company's stockholders that they accept the Offer and give\n     the Company Stockholder Approval or approved or recommended, or publicly\n     proposed to approve or recommend, any Company Takeover Proposal;\n\n          (e) any representation and warranty of the Company in this Agreement\n     that is qualified as to materiality shall not be true and correct or any\n     such representation and warranty that is not so qualified\n\n\n   61\n\n\n                                                                               3\n\n\n     shall not be true and correct in any material respect, as of the date of\n     this Agreement and as of such time, except to the extent such\n     representation and warranty expressly relates to an earlier date (in which\n     case on and as of such earlier date);\n\n          (f) the Company shall have failed to perform in any material respect\n     any obligation or to comply in any material respect with any agreement or\n     covenant of the Company to be performed or complied with by it under this\n     Agreement, which failure to perform or comply cannot be or has not been\n     cured within five days after the giving of written notice to the Company of\n     such breach; or\n\n          (g) this Agreement shall have been terminated in accordance with its\n     terms;\n\nwhich, in the sole and good faith judgment of Sub or Parent, in any such case,\nand regardless of the circumstances giving rise to any such condition (including\nany action or inaction by Parent or any of its affiliates), makes it inadvisable\nto proceed with such acceptance for payment or payment.\n\n          The foregoing conditions are for the sole benefit of Sub and Parent\nand, subject to Section 1.01(a), may be asserted by Sub or Parent regardless of\nthe circumstances giving rise to such condition or may be waived by Sub and\nParent in whole or in part at any time and from time to time in their sole\ndiscretion (subject to the terms of this Agreement). The failure by Parent, Sub\nor any other affiliate of Parent at any time to exercise any of the foregoing\nrights shall not be deemed a waiver of any such right, the waiver of any such\nright with respect to particular facts and circumstances shall not be deemed a\nwaiver with respect to any other facts and circumstances and each such right\nshall be deemed an ongoing right that may be asserted at any time and from time\nto time.\n\n\n   62\n\n\n                                                                       EXHIBIT B\n                                                          FEDERAL IDENTIFICATION\n                                                                NO.\n-----------------------\n\n                        THE COMMONWEALTH OF MASSACHUSETTS\n                             WILLIAM FRANCIS GALVIN\n                          Secretary of the Commonwealth\nExaminer      One Ashburton Place, Boston, Massachusetts 02108-1512\n\n\n                        RESTATED ARTICLES OF ORGANIZATION\n                    (GENERAL LAWS, CHAPTER 156B, SECTION 74)\n\n\n              We,                                                      _______ ,\n              *President \/ *Vice President,\nName\nApproved\n              and                                                              ,\n              *Clerk \/ *Assistant Clerk,\n\n\n              of             Summit Autonomous Inc.                            ,\n                             ----------------------\n                           (Exact name of corporation)\n\n              located at            [address]                                  ,\n                                    ---------\n                (Street address of corporation in Massachusetts)\n\n              do hereby certify that the following Restatement of the Articles\n              of Organization was duly adopted at a meeting held on    , 2000 by\n              a vote of the directors\/or:\n\n                         shares of         Common Stock              of\n                                           ------------\n              shares outstanding,\n                         (type, class &amp; series, if any)\n\n              being at least two-thirds of each type, class or series\n              outstanding and entitled to vote thereon and of each type, class\n              or series of stock whose rights are adversely affected thereby:\n\n                                   ARTICLE I\n                                  The name of\n                              the corporation is:\n                             Summit Autonomous Inc.\n\n\n                                   ARTICLE II\n  C                 The purpose of the corporation is to engage in the following\n[ ]            business activity(ies):\n  P\n[ ]                      To engage in research and development, manufacture and\n  M            sale of laser devices for use in any and all fields, and related\n[ ]            components, parts and equipment.\nR.A.\n[ ]                      To carry on any business and engage in any other\n               activity, whether or not related to those in the foregoing\n               paragraph, which may be permitted by the laws of the Commonwealth\n               of Massachusetts to a corporation organized under Chapter 156B of\n               the General Laws of Massachusetts as the same may be amended from\n               time to time.\n\n\n               *Delete the inapplicable words. **Delete the inapplicable clause.\n\n               NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS\n               FORM IS INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE\n               8 1\/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH.\n               ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET\n               SO LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY\n               INDICATED.\n\nP.C.\n\n\n   63\n\n\n                                                                               2\n\n\n                                   ARTICLE III\nState the total number of shares and par value, if any, of each class of stock\nwhich the corporation is authorized to issue:\n\n\n<\/pre>\n<table>\n<caption>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n             WITHOUT PAR VALUE                                          WITH PAR VALUE<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n     TYPE             NUMBER OF SHARES             TYPE              NUMBER OF                 PAR VALUE<br \/>\n                                                                      SHARES<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>                   <c>                        <c>                <c>                        <c><br \/>\n    Common:                 None                 Common:            100,000,000                  $0.01<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n  Preferred:                None                Preferred:           5,000,000                   $0.01<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                   ARTICLE IV<br \/>\nIf more than one class of stock is authorized, state a distinguishing<br \/>\ndesignation for each class. Prior to the issuance of any shares of a class, if<br \/>\nshares of another class are outstanding, the corporation must provide a<br \/>\ndescription of the preferences, voting powers, qualifications, and special or<br \/>\nrelative rights or privileges of that class and of each other class of which<br \/>\nshares are outstanding and of each series then established within any class.<\/p>\n<p>                                 Not applicable<\/p>\n<p>                                    ARTICLE V<br \/>\nThe restrictions, if any, imposed by the Articles of Organization upon the<br \/>\ntransfer of shares of stock of any class are:<\/p>\n<p>                                      None<\/p>\n<p>                                   ARTICLE VI<br \/>\n**Other lawful provisions, if any, for the conduct and regulation of the<br \/>\nbusiness and affairs of the corporation, for its voluntary dissolution, or for<br \/>\nlimiting, defining, or regulating the powers of the corporation, or of its<br \/>\ndirectors or stockholders, or of any class of stockholders:<\/p>\n<p>                            See Continuation Sheet 6A<\/p>\n<p>**If there are no provisions state &#8220;None&#8221;.<br \/>\nNOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY ONLY<br \/>\nBE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT<br \/>\n   64<\/p>\n<p>                                                                               3<\/p>\n<p>                                   ARTICLE VII<br \/>\nThe effective date of the restated Articles of Organization of the corporation<br \/>\nshall be the date approved and filed by the Secretary of the Commonwealth. If a<br \/>\nlater effective date is desired, specify such date which shall not be more than<br \/>\nthirty days after the date of filing.<\/p>\n<p>                                  ARTICLE VIII<br \/>\nTHE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE<br \/>\nARTICLES OF ORGANIZATION.<\/p>\n<p>a. The street address (post office boxes are not acceptable) of the principal<br \/>\noffice of the corporation in Massachusetts is:<\/p>\n<p>                                    [address]<\/p>\n<p>b. The name, residential address and post office address of each director and<br \/>\nofficer of the corporation is as follows:<\/p>\n<table>\n<caption>\n                               NAME                     RESIDENTIAL ADDRESS                 POST OFFICE ADDRESS<\/p>\n<p><s>              <c>                                    <c>                                 <c><br \/>\nPresident:       [To be designated by Parent]<\/p>\n<p>Treasurer:       [To be designated by Parent]<\/p>\n<p>Clerk:           [To be designated by Parent]<\/p>\n<p>Directors:       [To be designated by Parent]<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>c. The fiscal year (i.e., tax year) of the corporation shall end on the last day<br \/>\nof the month of: December<\/p>\n<p>d. The name and business address of the resident agent, if any, of the<br \/>\ncorporation is:<\/p>\n<p>                                 Not applicable<\/p>\n<p>**We further certify that the foregoing Restated Articles of Organization affect<br \/>\nno amendments to the Articles of Organization of the corporation as heretofore<br \/>\namended, except amendments to the following articles. Briefly describe<br \/>\namendments below:<\/p>\n<p>Article VI of the Articles of Organization has been amended to read in its<br \/>\nentirety as set forth on Continuation Sheet 6A attached hereto.<\/p>\n<p>SIGNED UNDER THE PENALTIES OF PERJURY, this                    day of<br \/>\n          ,  2000,<\/p>\n<p>                                                , * President \/ *Vice President,<\/p>\n<p>                                                   , * Clerk \/ *Assistant Clerk.<\/p>\n<p>   65<\/p>\n<p>                                                                               4<\/p>\n<p>*Delete the inapplicable words.      **If there are no amendments, state &#8216;None&#8217;.<\/p>\n<p>   66<\/p>\n<p>                                                                               5<\/p>\n<p>                        THE COMMONWEALTH OF MASSACHUSETTS<\/p>\n<p>                        RESTATED ARTICLES OF ORGANIZATION<br \/>\n                    (GENERAL LAWS, CHAPTER 156B, SECTION 74)<\/p>\n<p>I hereby approve the within Restated Articles of Organization and, the filing<br \/>\nfee in the amount of $ _____________ having been paid, said articles are deemed<br \/>\nto have been filed with me this ______________ day of ______________________ ,<br \/>\n19 _____.<\/p>\n<p>Effective Date:  _______________________________________<\/p>\n<p>                             WILLIAM FRANCES GALVIN<br \/>\n                          Secretary of the Commonwealth<\/p>\n<p>                         TO BE FILLED IN BY CORPORATION<br \/>\n                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:<\/p>\n<p>                                [TO BE PROVIDED]<\/p>\n<p>Telephone:<\/p>\n<p>   67<\/p>\n<p>                                                                               6<\/p>\n<p>                            Articles of Organization<br \/>\n                              Continuation Sheet 6A<\/p>\n<p>ONE:      The Board of Directors may make, amend or repeal the By-Laws of the<br \/>\n          corporation in whole or in part, except with respect to any provision<br \/>\n          thereof which by law or the By-Laws requires action by the<br \/>\n          stockholders. Any by-law adopted by the Board of Directors may be<br \/>\n          amended or repealed by the stockholders.<\/p>\n<p>TWO:      Meetings of the stockholders may be held anywhere in the United<br \/>\n          States.<\/p>\n<p>THREE:    The corporation may be a partner, either general or limited, in any<br \/>\n          business enterprise it would have the power to conduct by itself.<\/p>\n<p>FOUR:     Except as specifically authorized by statute, no stockholder shall<br \/>\n          have any right to examine any property or any books, accounts or other<br \/>\n          writings of the corporation if there is reasonable ground for belief<br \/>\n          that such examination will for any reason be adverse to the interests<br \/>\n          of the corporation, and a vote of the directors refusing permission to<br \/>\n          make such examination and setting forth that in the opinion of the<br \/>\n          directors such reexamination would be adverse to the interests of the<br \/>\n          corporation shall be prima facie evidence that such examination would<br \/>\n          be adverse to the interests of the corporation. Every such examination<br \/>\n          shall be subject to such reasonable regulations as the directors may<br \/>\n          establish in regard thereto.<\/p>\n<p>FIVE:     The Board of Directors may specify the manner in which the accounts of<br \/>\n          the corporation shall be kept and may determine what constitutes net<br \/>\n          earnings, profits and surplus, what amounts, if any, shall be reserved<br \/>\n          for any corporate purpose, and what amounts, if any, shall be declared<br \/>\n          as dividends. All surplus shall be available for any corporate<br \/>\n          purpose, including the payment of dividends.<\/p>\n<p>SIX:      The purchase or other acquisition or retention by the corporation of<br \/>\n          shares of its own capital stock shall not be deemed a reduction of its<br \/>\n          capital stock. Upon any reduction of capital or capital stock, no<br \/>\n          stockholder shall have any right to demand any distribution from the<br \/>\n          corporation, except as and to the extent that the stockholders shall<br \/>\n          have provided at the time of authorizing such reduction.<\/p>\n<p>SEVEN:    In the absence of fraud, no contract or transaction between the<br \/>\n          corporation and one or more of its directors or officers, or between<br \/>\n          the corporation and any other organization of which one or more of its<br \/>\n          directors or officers are directors, trustees or officers, or in which<br \/>\n          any of them has any financial or other interest, shall be void or<br \/>\n          voidable, or in any way affected, solely for this reason, or solely<br \/>\n          because the director or officer is present at or participates in the<br \/>\n          meeting of the Board of Directors or committee thereof which<br \/>\n          authorizes, approves or ratifies the contract or transaction, or<br \/>\n          solely because his\/her or their votes are counted for such purposes,<br \/>\n          if:<\/p>\n<p>   68<\/p>\n<p>                                                                               7<\/p>\n<p>               (i)   The material facts as to his\/her relationship or interest<br \/>\n                     and as to the contract or transaction are disclosed or are<br \/>\n                     known to the Board of Directors or the committee which<br \/>\n                     authorizes, approves or ratifies the contract or<br \/>\n                     transaction, and the board or committee in good faith<br \/>\n                     authorizes, approves or ratifies the contract or<br \/>\n                     transaction by the affirmative vote of a majority of the<br \/>\n                     disinterested directors, even though the disinterested<br \/>\n                     directors be less than a quorum; or<\/p>\n<p>               (ii)  The material facts as to his\/her relationship or interest<br \/>\n                     and as to the contract or transaction are disclosed or are<br \/>\n                     known to the stockholders entitled to vote thereon, and the<br \/>\n                     contract or transaction is specifically authorized,<br \/>\n                     approved or ratified in good faith by vote of the<br \/>\n                     stockholders; or<\/p>\n<p>               (iii) The contract or transaction is fair as to the corporation<br \/>\n                     as of the time it is authorized, approved or ratified by<br \/>\n                     the Board of Directors, a committee thereof, or the<br \/>\n                     stockholders.<\/p>\n<p>          Common or interested directors may be counted in determining the<br \/>\n          presence of a quorum at a meeting of the Board of Directors or of a<br \/>\n          committee thereof which authorizes, approves or ratifies the contract<br \/>\n          or transaction. No director or officer of the corporation shall be<br \/>\n          liable or accountable to the corporation or to any of its stockholders<br \/>\n          or creditors or to any other person, either for any loss to the<br \/>\n          corporation or to any other person or for any gains or profits<br \/>\n          realized by such director or officer, by reason of any contract or<br \/>\n          transaction as to which clauses (i) or (ii) or (iii) above are<br \/>\n          applicable.<\/p>\n<p>EIGHT:    No director of the corporation shall be personally liable to the<br \/>\n          corporation or its stockholders for monetary damages for breach of<br \/>\n          fiduciary duty as a director notwithstanding any provision of law<br \/>\n          imposing such liability; provided, however, that, to the extent<br \/>\n          required by applicable law, this provision shall not eliminate or<br \/>\n          limit the liability of a director, (i) for any breach of the<br \/>\n          director&#8217;s duty of loyalty to the corporation or its stockholders,<br \/>\n          (ii) for acts or omissions not in good faith or which involve<br \/>\n          intentional misconduct or a knowing violation of law, (iii) under<br \/>\n          Section 61 or 62 or successor provisions of the Massachusetts Business<br \/>\n          Corporation Law, or (iv) for any transaction from which the director<br \/>\n          derived an improper personal benefit. This provision shall not<br \/>\n          eliminate or limit the liability of a director for any act or omission<br \/>\n          occurring prior to March 18, 1987. No amendment or repeal of this<br \/>\n          provision shall apply to or have any effect on the liability or<br \/>\n          alleged liability of any director for or with respect to any acts or<br \/>\n          omissions of such director occurring prior to such amendment or<br \/>\n          repeal.<\/p>\n<p>NINE:     Pursuant to a written consent of the sole stockholder of the<br \/>\n          corporation dated as of [    ], the directors of the corporation shall<br \/>\n          not be classified and the corporation shall be exempt from the<br \/>\n          provisions of Chapter 156B,<\/p>\n<p>   69<\/p>\n<p>                                                                               8<\/p>\n<p>          Section 50A, paragraph (a) of the Massachusetts Business Corporation<br \/>\n          Law.<\/p>\n<p>   70<\/p>\n<p>                                                                               i<\/p>\n<p>                                TABLE OF CONTENTS<\/p>\n<table>\n<caption>\n                                    ARTICLE I<\/p>\n<p>                            THE OFFER AND THE MERGER<\/p>\n<p><s>                                                                                            <c><br \/>\nSECTION 1.01.  The Offer.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;2<br \/>\nSECTION 1.02.  Company Actions.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;4<br \/>\nSECTION 1.03.  The Merger.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..5<br \/>\nSECTION 1.04.  Closing.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..6<br \/>\nSECTION 1.05.  Effective Time.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.6<br \/>\nSECTION 1.06.  Effects.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..6<br \/>\nSECTION 1.07.  Articles of Organization and By-laws.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;6<br \/>\nSECTION 1.08.  Directors.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;6<br \/>\nSECTION 1.09.  Officers.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.7<\/p>\n<p>                                   ARTICLE II<\/p>\n<p>           EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS<\/p>\n<p>SECTION 2.01.  Effect on Capital Stock.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.7<br \/>\nSECTION 2.02.  Exchange of Certificates.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;8<\/p>\n<p>                                   ARTICLE III<\/p>\n<p>                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY<\/p>\n<p>SECTION 3.01.  Organization, Standing and Power. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.11<br \/>\nSECTION 3.02.  Company Subsidiaries; Equity Interests&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;12<br \/>\nSECTION 3.03.  Capital Structure.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;12<br \/>\nSECTION 3.04.  Authority; Execution and Delivery; Enforceability.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.14<br \/>\nSECTION 3.05.  No Conflicts; Consents. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..15<br \/>\nSECTION 3.06.  SEC Documents; Undisclosed Liabilities&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;17<br \/>\nSECTION 3.07.  Information Supplied.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;18<br \/>\nSECTION 3.08.  Absence of Certain Changes or Events. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;18<br \/>\nSECTION 3.09.  Taxes.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;20<br \/>\nSECTION 3.10.  Absence of Changes in Benefit Plans.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;21<br \/>\nSECTION 3.11.  ERISA Compliance; Excess Parachute Payments.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.22<br \/>\nSECTION 3.12.  Litigation.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.24<br \/>\nSECTION 3.13.  Compliance with Applicable Laws. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..24<br \/>\nSECTION 3.14.  Contracts; Debt Instruments. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;25<br \/>\nSECTION 3.15.  Intellectual Property.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..25<br \/>\nSECTION 3.16.  Brokers; Schedule of Fees and Expenses. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.26<br \/>\nSECTION 3.17.  Opinion of Financial Advisor.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.27<br \/>\nSECTION 3.18.  Lens Express, Inc. Sale&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;27<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>   71<\/p>\n<p>                                                                              ii<\/p>\n<table>\n<caption>\n<p>                                   ARTICLE IV<\/p>\n<p>                REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB<\/p>\n<p><s>                                                                                            <c><br \/>\nSECTION 4.01.  Organization, Standing and Power. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.28<br \/>\nSECTION 4.02.     Sub.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..28<br \/>\nSECTION 4.03.  Authority; Execution and Delivery; Enforceability&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.28<br \/>\nSECTION 4.04.  No Conflicts; Consents.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.29<br \/>\nSECTION 4.05.  Information Supplied.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;30<br \/>\nSECTION 4.06.  Brokers.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.30<br \/>\nSECTION 4.07.  Financial Ability to Perform. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..30<\/p>\n<p>                                    ARTICLE V<\/p>\n<p>                    COVENANTS RELATING TO CONDUCT OF BUSINESS<\/p>\n<p>SECTION 5.01.  Conduct of Business.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.30<br \/>\nSECTION 5.02.  No Solicitation.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..34<\/p>\n<p>                                   ARTICLE VI<\/p>\n<p>                              ADDITIONAL AGREEMENTS<\/p>\n<p>SECTION 6.01.  Preparation of Proxy Statement; Stockholders Meeting.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.37<br \/>\nSECTION 6.02.  Access to Information; Confidentiality&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;38<br \/>\nSECTION 6.03.  Reasonable Efforts; Notification. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.38<br \/>\nSECTION 6.04.  Stock Options.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.40<br \/>\nSECTION 6.05.  Benefit Plans.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.41<br \/>\nSECTION 6.06.  Indemnification.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..42<br \/>\nSECTION 6.07.  Fees and Expenses.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;44<br \/>\nSECTION 6.08.  Public Announcements.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;45<br \/>\nSECTION 6.09.  Transfer Taxes.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;45<br \/>\nSECTION 6.10.  Directors.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..45<br \/>\nSECTION 6.11.  Rights Agreement; Consequences if Rights Triggered. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.46<br \/>\nSECTION 6.12.  Stockholder Litigation.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.47<br \/>\nSECTION 6.13.  Transfers of Certain Intangible Assets. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.47<\/p>\n<p>                                   ARTICLE VII<\/p>\n<p>                              CONDITIONS PRECEDENT<\/p>\n<p>SECTION 7.01.  Conditions to Each Party&#8217;s Obligation To Effect The Merger.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.48<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>   72<\/p>\n<p>                                                                             iii<\/p>\n<table>\n<caption>\n                                  ARTICLE VIII<\/p>\n<p>                        TERMINATION, AMENDMENT AND WAIVER<\/p>\n<p><s>                                                                                            <c><br \/>\nSECTION 8.01.  Termination.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;49<br \/>\nSECTION 8.02.  Effect of Termination.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..51<br \/>\nSECTION 8.03.  Amendment.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..51<br \/>\nSECTION 8.04.  Extension; Waiver.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;51<br \/>\nSECTION 8.05.  Procedure for Termination, Amendment, Extension or Waiver.  &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..52<\/p>\n<p>                                   ARTICLE IX<\/p>\n<p>                               GENERAL PROVISIONS<\/p>\n<p>SECTION 9.01.  Nonsurvival of Representations and Warranties&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..52<br \/>\nSECTION 9.02.  Notices&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.53<br \/>\nSECTION 9.03.  Definitions&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;54<br \/>\nSECTION 9.04.  Interpretation; Disclosure Letters&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.54<br \/>\nSECTION 9.05.  Severability&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..55<br \/>\nSECTION 9.06.  Counterparts&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..55<br \/>\nSECTION 9.07.  Entire Agreement; No Third-Party Beneficiaries&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.55<br \/>\nSECTION 9.08.  Governing Law&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.55<br \/>\nSECTION 9.09.  Assignment&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.55<br \/>\nSECTION 9.10.  Enforcement&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;56<br \/>\nSECTION 9.11.  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