PACKARD COMPANY. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- STOCKHOLDER By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Stockholder's Address for Notice: --------------------------------------------- --------------------------------------------- --------------------------------------------- __________ Outstanding Shares of Common Stock of the Company __________ Outstanding Shares of Common Stock of the Company subject to outstanding stock options ***VOTING AGREEMENT*** EXHIBIT A IRREVOCABLE PROXY The undersigned Stockholder of Heartstream, Inc., a Delaware corporation (the "COMPANY"), hereby irrevocably appoints D. Xxxxx Xxxxxxxx and Xxx X Xxxxxxx, the Secretary and Assistant Secretary, respectively, of Hewlett-Packard Company, a California corporation ("PARENT"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the voting of the Shares and the New Shares (as such terms are defined in the Voting Agreement of even date herewith between Parent and the Stockholder (the "VOTING AGREEMENT")) on the matters described below (and on no other matter), until such time as that certain Agreement and Plan of Reorganization dated as of December 29, 1997 (the "MERGER AGREEMENT"), among Parent, Whistler Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company, shall be terminated in accordance with its terms or the Merger (as defined in the Merger Agreement) becomes effective. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares, the New Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. This proxy is irrevocable, is granted pursuant to the Voting Agreement and is granted in consideration of Parent entering into the Merger Agreement. The attorneys and proxies named above will be empowered at any time prior to the earlier of termination of the Merger Agreement and the date on which the Merger becomes effective to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares and the New Shares) of the undersigned at every annual, special or adjourned meeting of the Company's stockholders, and in every written consent in lieu of such a meeting, or otherwise, to vote the Shares and the New Shares:
Appears in 1 contract
PACKARD COMPANY. By: ------------------------------------------ Name------------------------- Attest: ---------------------------------------- Title---------------------------- Trustee's Certificate of Authentication. This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. Dated: --------------------------------------- STOCKHOLDER December 6, 2001 XX XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Stockholder's Address for Notice: --------------------------------------------- --------------------------------------------- --------------------------------------------- __________ Outstanding Shares -------------------------------- Authorized Signatory REVERSE OF SECURITY This Security is one of Common Stock a duly authorized issue of securities of the Company __________ Outstanding Shares (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of Common Stock June 1, 2000 (herein called the "Indenture," which term shall have the meaning assigned to it in such instrument), between the Company and XX Xxxxxx Trust Company, National Association (formerly known as Chase Manhattan Bank and Trust Company, National Association), as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof limited in aggregate principal amount to $1,000,000,000. The Company subject will have the right to outstanding stock options ***VOTING AGREEMENT*** EXHIBIT A IRREVOCABLE PROXY redeem the Securities, in whole or in part at any time, on at least 30 days but no more than 60 days prior written notice mailed to the registered Holders of the Securities to be redeemed. The undersigned Stockholder Redemption Price will be equal to the greater of Heartstream(1) 100% of the principal amount of the Securities to be redeemed or (2) the sum as determined by the Quotation Agent (as defined below), Inc., a Delaware corporation of the present value of the principal amount of the Securities to be redeemed and the remaining scheduled payments of interest thereon from the Redemption Date to the maturity date (the "COMPANYRemaining Life"), hereby irrevocably appoints D. Xxxxx Xxxxxxxx and Xxx X Xxxxxxx, ) discounted from the Secretary and Assistant Secretary, respectively, of Hewlett-Packard Company, a California corporation ("PARENT"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, scheduled payment dates to the full extent Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the undersigned's rights with respect to the voting of the Shares and the New Shares (as such terms are defined in the Voting Agreement of even date herewith between Parent and the Stockholder (the "VOTING AGREEMENT")) on the matters described below (and on no other matter), until such time as that certain Agreement and Plan of Reorganization dated as of December 29, 1997 (the "MERGER AGREEMENT"), among Parent, Whistler Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company, shall be terminated in accordance with its terms or the Merger Treasury Rate (as defined in below) plus 25 basis points, plus accrued and unpaid interest on the Merger Agreement) becomes effective. Upon the execution hereof, all prior proxies given by the undersigned with respect principal amount being redeemed to the SharesRedemption Date. If money sufficient to pay the Redemption Price of and accrued interest on the Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the conditions set forth in Article 11 of the Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on such Securities (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the New Shares Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. If less than all of the Securities of a series are to be redeemed, the Trustee will select the Securities for redemption on a pro rata basis, by lot or by such other method as the Trustee deems appropriate and any and all other shares fair. No Securities of $1,000 or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies less will be given. This proxy is irrevocable, is granted pursuant to the Voting Agreement and is granted redeemed in consideration of Parent entering into the Merger Agreement. The attorneys and proxies named above will be empowered at any time prior to the earlier of termination of the Merger Agreement and the date on which the Merger becomes effective to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares and the New Shares) of the undersigned at every annual, special or adjourned meeting of the Company's stockholders, and in every written consent in lieu of such a meeting, or otherwise, to vote the Shares and the New Shares:part.
Appears in 1 contract
PACKARD COMPANY. By: ------------------------------------------ Name-------------------------------------- Xxxxxxxx Xxxxxxxxx Senior Vice President and Treasurer Attest: ---------------------------------------- Title------------------------------ Xxx X. Xxxxxxx Senior Vice President, General Counsel and Secretary Trustee's Certificate of Authentication. This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. Dated: --------------------------------------- STOCKHOLDER June 26, 2002 X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Stockholder's Address for Notice: --------------------------------------------- --------------------------------------------- --------------------------------------------- __________ Outstanding Shares ------------------------------------ Authorized Signatory REVERSE OF SECURITY This Security is one of Common Stock a duly authorized issue of securities of the Company __________ Outstanding Shares (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of Common Stock June 1, 2000 (herein called the "Indenture," which term shall have the meaning assigned to it in such instrument), between the Company and X.X. Xxxxxx Trust Company, National Association (formerly known as Chase Manhattan Bank and Trust Company, National Association), as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof limited in aggregate principal amount to $1,000,000,000. The Company subject will have the right to outstanding stock options ***VOTING AGREEMENT*** EXHIBIT A IRREVOCABLE PROXY redeem the Securities, in whole or in part at any time, on at least 30 days but no more than 60 days prior written notice mailed to the registered Holders of the Securities to be redeemed and published in accordance with the rules of the Luxembourg Stock Exchange. The undersigned Stockholder Redemption Price will be equal to the greater of Heartstream(1) 100% of the principal amount of the Securities to be redeemed or (2) the sum, Inc.as determined by the Quotation Agent (as defined below), a Delaware corporation of the present value of the principal amount of the Securities to be redeemed and the remaining scheduled payments of interest thereon from the Redemption Date to the maturity date (the "COMPANYRemaining Life"), hereby irrevocably appoints D. Xxxxx Xxxxxxxx and Xxx X Xxxxxxx, ) discounted from the Secretary and Assistant Secretary, respectively, of Hewlett-Packard Company, a California corporation ("PARENT"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, scheduled payment dates to the full extent Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the undersigned's rights with respect to the voting of the Shares and the New Shares (as such terms are defined in the Voting Agreement of even date herewith between Parent and the Stockholder (the "VOTING AGREEMENT")) on the matters described below (and on no other matter), until such time as that certain Agreement and Plan of Reorganization dated as of December 29, 1997 (the "MERGER AGREEMENT"), among Parent, Whistler Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company, shall be terminated in accordance with its terms or the Merger Treasury Rate (as defined in below) plus 25 basis points, plus accrued and unpaid interest on the Merger Agreement) becomes effective. Upon the execution hereof, all prior proxies given by the undersigned with respect principal amount being redeemed to the SharesRedemption Date. If money sufficient to pay the Redemption Price of and accrued interest on the Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the conditions set forth in Article 11 of the Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on such Securities (or such portion thereof) called for redemption and such Securities will cease to be outstanding. If any Redemption Date is not a Business Day, the New Shares Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. If fewer than all of the Securities of a series are to be redeemed, the Trustee will select the Securities of such series for redemption on a pro rata basis, by lot or by such other method as the Trustee deems appropriate and any and all other shares fair. No Securities of $1,000 or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies less will be givenredeemed in part. This proxy is irrevocable, is granted pursuant to For the Voting Agreement and is granted in consideration of Parent entering into the Merger Agreement. The attorneys and proxies named above will be empowered at any time prior to the earlier of termination of the Merger Agreement and the date on which the Merger becomes effective to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares and the New Shares) of the undersigned at every annual, special or adjourned meeting of the Company's stockholders, and in every written consent in lieu of such a meeting, or otherwise, to vote the Shares and the New Sharespurposes above:
Appears in 1 contract
PACKARD COMPANY. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- STOCKHOLDER By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Stockholder's Address for Notice: --------------------------------------------- --------------------------------------------- --------------------------------------------- By /s/ Xxxxx X. Xxx ---------------- Xxxxx X. Xxx Chairman of the Compensation Committee By /s/ Xxx Xxxxxxx --------------- Xxx Xxxxxxx Associate General Counsel RETAIN THIS AGREEMENT FOR YOUR RECORDS Exhibit A --------- NOTE FOR VALUE RECEIVED, _____________________ Outstanding Shares promises to pay to HEWLETT- PACKARD COMPANY, a Delaware corporation (the "Company"), or order, the principal sum of Common Stock of the Company _______________________ Outstanding Shares ($_____________), together with interest on the unpaid principal hereof from the date hereof at the rate of Common _______________ percent (____%) per annum, compounded semiannually. Principal and interest shall be due and payable on _______________, _____. Payment of principal and interest shall be made in lawful money of the United States of America. The undersigned may at any time prepay all or any portion of the principal or interest owing hereunder. This Note is subject to the terms of the Company's 1995 Incentive Stock Plan, the Incentive Stock Plan Stock Option Agreement (Non-Qualified) between the Company and the undersigned, dated as of July 17, 1999 and the Employment Agreement between the Employee and the Company made as of July 17, 1999. This Note is secured in part by a pledge of the Company's $1.00 par value voting common stock ("Stock") under the terms of a Security Agreement of even date herewith and is subject to all the provisions thereof. The holder of this Note shall have full recourse against the undersigned, and shall not be required to proceed against the collateral securing this Note in the event of default. In the event the undersigned shall cease to be an employee of the Company subject to outstanding stock options ***VOTING AGREEMENT*** for any reason, this Note shall, at the option of the Company, be accelerated, and the whole unpaid balance on this Note of principal and accrued interest shall be immediately due and payable. Should any action be instituted for the collection of this Note, the reasonable costs and attorneys' fees therein of the holder shall be paid by the undersigned. Dated:_________________________ ______________________________________ Signature ______________________________________ Print Name EXHIBIT A IRREVOCABLE PROXY The undersigned Stockholder B --------- SECURITY AGREEMENT This Security Agreement is made as of Heartstream__________, Inc._____ between HEWLETT-PACKARD COMPANY, a Delaware corporation (the "COMPANY"), hereby irrevocably appoints D. Xxxxx Xxxxxxxx and Xxx X Xxxxxxx, the Secretary and Assistant Secretary, respectively, of Hewlett-Packard Company, a California corporation ("PARENTPledgee"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the voting of the Shares and the New Shares _________________________ (as such terms are defined in the Voting Agreement of even date herewith between Parent and the Stockholder (the "VOTING AGREEMENTAPledgor")) on the matters described below (and on no other matter), until such time as that certain Agreement and Plan of Reorganization dated as of December 29, 1997 (the "MERGER AGREEMENT"), among Parent, Whistler Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company, shall be terminated in accordance with its terms or the Merger (as defined in the Merger Agreement) becomes effective. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares, the New Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. This proxy is irrevocable, is granted pursuant to the Voting Agreement and is granted in consideration of Parent entering into the Merger Agreement. The attorneys and proxies named above will be empowered at any time prior to the earlier of termination of the Merger Agreement and the date on which the Merger becomes effective to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares and the New Shares) of the undersigned at every annual, special or adjourned meeting of the Company's stockholders, and in every written consent in lieu of such a meeting, or otherwise, to vote the Shares and the New Shares:.
Appears in 1 contract
PACKARD COMPANY. By: ------------------------------------------ Name---------------------------- Xxxxxxxx Xxxxxxxxx Senior Vice President and Treasurer Attest: ---------------------------------------- Title------------------------------ Xxx X. Xxxxxxx Senior Vice President, General Counsel and Secretary Trustee's Certificate of Authentication. This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. Dated: --------------------------------------- STOCKHOLDER June 26, 2002 X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Stockholder's Address for Notice: --------------------------------------------- --------------------------------------------- --------------------------------------------- __________ Outstanding Shares --------------------------------- Authorized Signatory REVERSE OF SECURITY This Security is one of Common Stock a duly authorized issue of securities of the Company __________ Outstanding Shares (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of Common Stock June 1, 2000 (herein called the "Indenture," which term shall have the meaning assigned to it in such instrument), between the Company and X.X. Xxxxxx Trust Company, National Association (formerly known as Chase Manhattan Bank and Trust Company, National Association), as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof limited in aggregate principal amount to $500,000,000. The Company subject will have the right to outstanding stock options ***VOTING AGREEMENT*** EXHIBIT A IRREVOCABLE PROXY redeem the Securities, in whole or in part at any time, on at least 30 days but no more than 60 days prior written notice mailed to the registered Holders of the Securities to be redeemed and published in accordance with the rules of the Luxembourg Stock Exchange. The undersigned Stockholder Redemption Price will be equal to the greater of Heartstream(1) 100% of the principal amount of the Securities to be redeemed or (2) the sum, Inc.as determined by the Quotation Agent (as defined below), a Delaware corporation of the present value of the principal amount of the Securities to be redeemed and the remaining scheduled payments of interest thereon from the Redemption Date to the maturity date (the "COMPANYRemaining Life"), hereby irrevocably appoints D. Xxxxx Xxxxxxxx and Xxx X Xxxxxxx, ) discounted from the Secretary and Assistant Secretary, respectively, of Hewlett-Packard Company, a California corporation ("PARENT"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, scheduled payment dates to the full extent Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the undersigned's rights with respect to the voting of the Shares and the New Shares (as such terms are defined in the Voting Agreement of even date herewith between Parent and the Stockholder (the "VOTING AGREEMENT")) on the matters described below (and on no other matter), until such time as that certain Agreement and Plan of Reorganization dated as of December 29, 1997 (the "MERGER AGREEMENT"), among Parent, Whistler Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company, shall be terminated in accordance with its terms or the Merger Treasury Rate (as defined in below) plus 30 basis points, plus accrued and unpaid interest on the Merger Agreement) becomes effective. Upon the execution hereof, all prior proxies given by the undersigned with respect principal amount being redeemed to the SharesRedemption Date. If money sufficient to pay the Redemption Price of and accrued interest on the Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the conditions set forth in Article 11 of the Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on such Securities (or such portion thereof) called for redemption and such Securities will cease to be outstanding. If any Redemption Date is not a Business Day, the New Shares Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. If fewer than all of the Securities of a series are to be redeemed, the Trustee will select the Securities of such series for redemption on a pro rata basis, by lot or by such other method as the Trustee deems appropriate and any and all other shares fair. No Securities of $1,000 or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies less will be givenredeemed in part. This proxy is irrevocable, is granted pursuant to For the Voting Agreement and is granted in consideration of Parent entering into the Merger Agreement. The attorneys and proxies named above will be empowered at any time prior to the earlier of termination of the Merger Agreement and the date on which the Merger becomes effective to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares and the New Shares) of the undersigned at every annual, special or adjourned meeting of the Company's stockholders, and in every written consent in lieu of such a meeting, or otherwise, to vote the Shares and the New Sharespurposes above:
Appears in 1 contract
