Common use of Special Committee Clause in Contracts

Special Committee. The members of the Special Committee will be treated in the Merger as Public Stockholders with respect to their shares of Instron Common Stock. Mr. Xxxxx xxxs 25,000 shares of Instron Common Stock and Mr. Xxxxx xxxs 2,500 shares of Instron Common Stock. The third member of the Special Committee, Mr. Xxxxx, xxes not own any shares of Instron Common Stock. None of the members of the Special Committee hold any options to purchase Instron Common Stock. Upon consummation of the Merger, Mr. Xxxxx xxxl be entitled to receive $550,000 as Cash Merger Consideration for his shares of Instron Common Stock and Mr. Xxxxx xxxl be entitled to receive $55,000 as Cash Merger Consideration for his shares of Instron Common Stock. The members of the Special Committee, which held five meetings from March 1999 through the date of this Proxy Statement, will receive compensation from Instron in connection with these committee meetings. In connection with establishing the Special Committee, the Instron Board approved the payment of a one-time 45 56

Special Committee. The members of the Special Committee will be treated in the Merger as Public Stockholders with respect to their shares of Instron Common Stock. Mr. Xxxxx xxxs 25,000 shares of Instron Common Stock and Mr. Xxxxx xxxs 2,500 shares of Instron Common Stock. The third member of the Special Committee, Mr. Xxxxx, xxes not own any shares of Instron Common Stock. None of the members of the Special Committee hold any options to purchase Instron Common Stock. Upon consummation of the Merger, Mr. Xxxxx xxxl be entitled to receive $550,000 as Cash Merger Consideration for his shares of Instron Common Stock and Mr. Xxxxx xxxl be entitled to receive $55,000 as Cash Merger Consideration for his shares of Instron Common Stock. The members of the Special Committee, which held five meetings from March 1999 through the date of this Proxy Statement, will receive compensation from Instron in connection with these committee meetings. In connection with establishing the Special Committee, the Instron Board approved the payment of a one-time 45 56.