AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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WATER PIK TECHNOLOGIES INC | COAST ACQUISITION CORPORATION | COAST MERGER CORPORATION

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Delaware Date: 1/10/2006
Industry: APLNCE Law Firm: Latham & Watkins LLP;O?Melveny & Myers LLP

Search Agreement and Plan of Merger by:

Exhibit 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

COAST ACQUISITION CORPORATION,

COAST MERGER CORPORATION,

AND

WATER PIK TECHNOLOGIES, INC.

DATED AS OF JANUARY 6, 2006

TABLE OF CONTENTS

			Page

ARTICLE I		THE MERGER	1

	1.1	The Merger	1

	1.2	Effective Time; Closing	1

	1.3	Effect of the Merger	2

	1.4	Certificate of Incorporation and Bylaws	2

	1.5	Directors and Officers	2

	1.6	Effect on Capital Stock	2

	1.7	Surrender of Certificates	4

	1.8	Dissenting Shares	6

	1.9	Further Action	7

ARTICLE II		REPRESENTATIONS AND WARRANTIES OF THE COMPANY	7

	2.1	Organization; Standing and Power; Charter Documents; Subsidiaries	7

	2.2	Capital Structure	8

	2.3	Authority; Non-Contravention; Necessary Consents	10

	2.4	SEC Filings; Financial Statements	12

	2.5	No Undisclosed Liabilities	13

	2.6	Absence of Certain Changes or Events	13

	2.7	Taxes	14

	2.8	Intellectual Property	15

	2.9	Compliance; Permits	16

	2.10	Litigation	17

	2.11	Brokers’ and Finders’ Fees	17

	2.12	Employee Benefit Plans	18

	2.13	Environmental Matters	20

	2.14	Contracts	22

	2.15	Disclosure	24

	2.16	Board Approval	24

	2.17	Fairness Opinion	24

	2.18	Rights Plan	25

	2.19	Vote Required	25

	2.20	Real Estate	25

	2.21	Transactions With Affiliates	26

	2.22	Disclaimer of Other Representations and Warranties	27

	2.23	Labor and Employment Matters	27

	2.24	Insurance	27

	2.25	Asset Sufficiency	27

	2.26	Customers	27

ARTICLE III		REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB	28

	3.1	Organization; Standing and Power; Charter Documents; Subsidiaries	28

	3.2	Authority; Non-Contravention; Necessary Consents	28

	3.3	Brokers’ and Finders’ Fees	29

	3.4	Disclosure	30

	3.5	Board Approval	30

	3.6	Financing	30

	3.7	Section 203 of the Delaware Law	30

	3.8	No Reliance	30

	3.9	Guarantee	31

ARTICLE IV		CONDUCT PRIOR TO THE EFFECTIVE TIME	31

	4.1	Conduct of Business of the Company	31

ARTICLE V		AGREEMENTS	35

	5.1	Proxy Statement	35

	5.2	Meetings of Stockholders; Board Recommendation	35

	5.3	Acquisition Proposals	36

	5.4	Confidentiality; Access to Information	40

	5.5	Public Disclosure	40

	5.6	Regulatory Filings; Commercially Reasonable Efforts	40

	5.7	Notification of Certain Matters	43

	5.8	Indemnification	44

	5.9	Compliance with Section 409A; Continuation of Deferred Compensation Programs	45

	5.10	Section 16 Matters	46

	5.11	Financing	46

	5.12	Merger Sub Compliance	47

	5.13	Resignations	47

	5.14	Company Purchase Plan	47

	5.15	Company Performance Share Plan	48

ARTICLE VI		CONDITIONS TO THE MERGER	48