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ESCROW AGREEMENT
ESCROW AGREEMENT, dated as of June 25, 1997, among Xxxxxx-Field
Health Products, Inc., a Delaware corporation ("Parent"), Xxxxxxx X. Xxxx and
Xxxxxxx X. Xxxx (each, a "Shareholder" and together, the "Shareholders") and
Xxxxxx X. Xxxxxx, as escrow agent (the "Escrow Agent").
WHEREAS, concurrently with the execution and delivery of this
Agreement and pursuant to an Agreement and Plan of Merger dated as of June 25,
1997 (the "Merger Agreement"; capitalized terms not defined herein shall have
the meanings ascribed to them in the Merger Agreement) among Parent, LaBac
Acquisition Corp., LaBac Systems, Inc. ("LaBac") and the Shareholders, Parent is
issuing to the Shareholders 772,557 shares of common stock, par value $.025 per
share, of Parent ("Parent Common Stock") and LaBac is becoming a wholly-owned
subsidiary of Parent; and
WHEREAS, the Merger Agreement provides that Parent, the Shareholders
and the Escrow Agent enter into this Agreement and that the Shareholders deposit
with the Escrow Agent a portion of the shares of Parent Common Stock received by
them on the date hereof pursuant to the Merger Agreement, in order to provide a
fund for (i) payment of a balance sheet adjustment, if any, as provided in
Section 4.01 of the Merger Agreement, and (ii) indemnity payments that the
Shareholders become obligated to make to Parent or its officers, directors,
employees, agents or Affiliates (together, the "Indemnified Parties") as and to
the extent provided in Section 11.02 of the Merger Agreement.
NOW, THEREFORE, Parent, the Shareholders and the Escrow Agent hereby
agree as follows:
1. Appointment of the Escrow Agent; Deposit of Escrow Shares. The
Shareholders and Parent hereby constitute and appoint the Escrow Agent as, and
the Escrow Agent hereby agrees to assume and perform the duties of, the escrow
agent under and pursuant to this Agreement. The Escrow Agent acknowledges
receipt of an executed copy of the Merger Agreement and of a certificate from
each Shareholder with duly endorsed stock powers attached, representing the
number of shares of Parent Common Stock set forth opposite such Shareholder's
name on Schedule 1 hereto (such shares being referred to herein collectively as
the "Escrow Shares").
2. Holding of the Escrow Shares. The Escrow Agent shall hold the
Escrow Shares in escrow for the benefit of the parties hereto. The Escrow Shares
shall not be subject to lien or attachment by any creditor of any party hereto
and shall be used solely for the purpose set forth in this Agreement. The Escrow
Shares or any proceeds thereof shall not be available to, and shall not be used
by, the Escrow Agent to set off any
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obligations of either the Shareholders or Parent owing to the Escrow Agent in
any capacity.
3. Dividends and other Distributions. The Escrow Agent shall, upon
receipt thereof, deposit any dividends or other distributions made in respect of
the Escrow Shares in a separate account of the Escrow Agent maintained for such
purpose (which account will, in the case of cash dividends or other cash
distributions, be an interest-bearing account).
4. Voting. Prior to the Termination Date, the Escrow Agent will vote
the Escrow Shares as directed by the Shareholders in writing and will execute
any written consents to stockholder action or proxies as directed in writing by
the Shareholders. In the absence of such written direction, the Escrow Agent
shall not vote the Escrow Shares for any purpose and will not execute any
consents to stockholder action or proxies.
5. Claims for Indemnity.
(a) Concurrently with the delivery of an Indemnity Notice to the
Shareholders, Parent will deliver to the Escrow Agent a certificate in
substantially the form of Annex I attached hereto (a "Certificate of
Instruction"). No Certificate of Instruction may be delivered by Parent after
the close of business on the business day immediately preceding the Termination
Date. The Escrow Agent shall give written notice to the Shareholders of its
receipt of a Certificate of Instruction not later than the second business day
next following receipt thereof, together with a copy of such Certificate of
Instruction.
(b) If the Escrow Agent (i) shall not, within thirty (30) calendar
days following its receipt of a Certificate of Instruction (the "Objection
Period"), have received from the Shareholders a certificate in substantially the
form of Annex II attached hereto (an "Objection Certificate") disputing their
obligation to pay the Owed Amount referred to in such Certificate of
Instruction, or (ii) shall have received such an Objection Certificate within
the Objection Period and shall thereafter have received either (A) a certificate
from Parent and the Shareholders substantially in the form of Annex III attached
hereto (a "Resolution Certificate") stating that Parent and the Shareholders
have agreed that the Owed Amount referred to in such Certificate of Instruction
(or a specified portion thereof) is payable to one or more of the Indemnified
Parties or (B) a copy of a final, nonappealable order of a Board of Arbitration
(accompanied by a certificate of Parent substantially in the form of Annex IV
attached hereto (an "Arbitration Certificate")) stating that the Owed Amount
referred to in such Certificate of Instruction (or a specified portion thereof)
is payable to one or more of the Indemnified Parties by the Shareholders, then
the Escrow Agent shall, on the second business day next following (A) the
expiration of the Objection Period or (B) the Escrow Agent's receipt of a
Resolution Certificate or an Arbitration Certificate, as the case may be,
deliver to Parent from each
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Shareholder's portion of the Escrow Shares (pro rata in accordance with Schedule
1 hereto) a certificate or certificates evidencing in the aggregate that number
of whole Escrow Shares (ignoring fractions), equal to the quotient obtained by
dividing (x) the Owed Amount (or, if such Resolution Certificate or Arbitration
Certificate specifies that a lesser amount than such Owed Amount is payable,
such lesser amount) by (y) the Per Share Price (as hereinafter defined),
calculated as of the date of the Arbitration Certificate or the Resolution
Certificate, as applicable, or if no Objection Certificate is received, the
Certificate of Instruction. For purposes of this Agreement:
(A) "Per Share Price" as of any date, shall mean the greater
of (I) the arithmetic average of the closing sales price of a share of Parent
Common Stock, as reported on the New York Stock Exchange, Inc. ("NYSE")
Composite Tape, on each of the five (5) Trading Days ending on and including the
sixth Trading Day prior to such date and (II) $11.77; and
(B) "Trading Day" shall mean any day on which securities are
traded on the NYSE.
(c) The Escrow Agent shall give written notice to Parent of his
receipt of an Objection Certificate not later than the second business day next
following receipt thereof, together with a copy of such Objection Certificate.
The Escrow Agent shall give written notice to the Shareholders of his receipt of
an Arbitration Certificate not later than the second business day next following
receipt thereof, together with a copy of such Arbitration Certificate.
(d) Upon the payment by the Escrow Agent of the Owed Amount referred
to in a Certificate of Instruction, such Certificate of Instruction shall be
deemed canceled. Upon the receipt by the Escrow Agent of a Resolution
Certificate or an Arbitration Certificate and the payment by the Escrow Agent of
the Owed Amount referred to therein, the related Certificate of Instruction
shall be deemed canceled.
(e) Upon Parent's determination that it has no claim or has released
its claim with respect to an Owed Amount referred to in a Certificate of
Instruction (or a specified portion thereof), Parent will promptly deliver to
the Escrow Agent a certificate substantially in the form of Annex V attached
hereto (a "Parent Cancellation Certificate") canceling such Certificate of
Instruction (or such specified portion thereof, as the case may be), and such
Certificate of Instruction (or portion thereof) shall thereupon be deemed
canceled. The Escrow Agent shall give written notice to the Shareholders of his
receipt of a Parent Cancellation Certificate not later than the second business
day next following receipt thereof, together with a copy of such Parent
Cancellation Certificate.
(f) Upon receipt of a final nonappealable order of a Board of
Arbitration stating that none of the Owed Amount
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referred to in a Certificate of Instruction as to which the Shareholders
delivered an Objection Certificate within the Objection Period is payable to any
Indemnified Party by the Shareholders, the Shareholders may deliver a copy of
such order (accompanied by a certificate of the Shareholders substantially in
the form of Annex VI attached hereto (a "Shareholder Cancellation Certificate"))
canceling such Certificate of Instruction, and such Certificate of Instruction
shall thereupon be deemed canceled. The Escrow Agent shall give written notice
to Parent of his receipt of a Shareholder Cancellation Certificate not later
than the second business day next following receipt thereof, together with a
copy of such Shareholder Cancellation Certificate.
6. Claims for Balance Sheet Adjustment. On the second business day
after the receipt by the Escrow Agent of a certificate of Parent in
substantially the form of Annex VII attached hereto (a "Balance Sheet Adjustment
Certificate"), the Escrow Agent shall deliver to Parent from each Shareholder's
portion of the Escrow Shares (pro rata in accordance with Schedule 1 hereto) a
certificate or certificates evidencing in the aggregate that number of whole
Escrow Shares (ignoring fractions) equal to the quotient obtained by dividing
(x) the amount set forth on the Balance Sheet Adjustment Certificate by (y) the
Per Share Price, calculated as of the date of receipt by the Escrow Agent of the
Balance Sheet Adjustment Certificate.
7. Release of Escrow Shares. The Escrow Agent shall on June 25, 1998
(the "Termination Date") deliver to each Shareholder any dividends or other
distributions received pursuant to Section 3 and a certificate or certificates
evidencing the remaining number of such Shareholder's Escrow Shares, if any,
less that number of Escrow Shares as shall represent (at the Per Share Price,
calculated as of the date of receipt by the Escrow Agent of the Certificate of
Instruction) any amounts designated in Certificates of Instruction received by
the Escrow Agent prior to the Termination Date that have not been canceled in
accordance with paragraph (d), (e) or (f) of Section 5. At such time on or
following the Termination Date as all Certificates of Instruction received by
the Escrow Agent prior to the Termination Date have been canceled in accordance
with paragraph (d), (e) or (f) of Section 5, the Escrow Agent shall promptly
deliver to each Shareholder the certificate or certificates evidencing such
Shareholder's remaining Escrow Shares, if any, and this Agreement (other than
Sections 8, 9 and 10) shall automatically terminate.
8. Duties and Obligations of the Escrow Agent. The duties and
obligations of the Escrow Agent shall be limited to and determined solely by the
provisions of this Agreement and the certificates delivered in accordance
herewith, and the Escrow Agent is not charged with knowledge of or any duties or
responsibilities in respect of any other agreement or document. In furtherance
and not in limitation of the foregoing:
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(i) the Escrow Agent shall be fully protected in relying in good faith
upon any written certification, notice, direction, request, waiver,
consent, receipt or other document that the Escrow Agent reasonably
believes to be genuine and duly authorized, executed and delivered;
(ii) the Escrow Agent shall not be liable for any error of judgment,
or for any act done or omitted by him, or for any mistake in fact or law,
or for anything that he may do or refrain from doing in connection
herewith; provided, however, that notwithstanding any other provision in
this Agreement, the Escrow Agent shall be liable for his willful
misconduct or gross negligence or breach of this Agreement;
(iii) the Escrow Agent may seek the advice of legal counsel selected
with reasonable care in the event of any dispute or question as to the
construction of any of the provisions of this Agreement or his duties
hereunder, and he shall incur no liability and shall be fully protected in
respect of any action taken, omitted or suffered by him in good faith in
accordance with the opinion of such counsel;
(iv) in the event that the Escrow Agent shall in any instance, after
seeking the advice of legal counsel pursuant to the immediately preceding
clause, in good faith be uncertain as to his duties or rights hereunder,
he shall be entitled to refrain from taking any action in that instance
and his sole obligation, in addition to those of his duties hereunder as
to which there is no such uncertainty, shall be to keep safely all
property held in escrow until he shall be directed otherwise in writing by
each party hereto or by a final, nonappealable order of a court of
competent jurisdiction; provided, however, in the event that the Escrow
Agent has not received such written direction or court order within one
hundred eighty (180) calendar days after requesting the same, he shall
have the right to interplead Parent and the Shareholders in any court of
competent jurisdiction and request that such court determine his rights
and duties hereunder; and
(v) the Escrow Agent may execute any of his powers or responsibilities
hereunder and exercise any rights hereunder either directly or by or
through agents or attorneys selected with reasonable care, nothing in this
Agreement shall be deemed to impose upon the Escrow Agent any duty to
qualify to do business or to act as fiduciary or otherwise in any
jurisdiction other than the State of New York, and the Escrow Agent shall
not be responsible for and shall not be under a duty to examine into or
pass upon the validity, binding effect, execution or sufficiency of this
Agreement or of any agreement amendatory or supplemental hereto.
9. Cooperation. Parent and the Shareholders shall provide to the
Escrow Agent all instruments and documents within their respective powers to
provide that are necessary for the
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Escrow Agent to perform his duties and responsibilities hereunder.
10. Fees and Expenses; Indemnity. Parent and the Shareholders shall
each pay one-half (1/2) of the fees of the Escrow Agent for his services
hereunder as and when billed by the Escrow Agent, and each shall reimburse and
indemnify the Escrow Agent for, and hold the Escrow Agent harmless against,
one-half (1/2) of any loss, damages, cost or expense, including but not limited
to attorneys' fees, reasonably incurred by the Escrow Agent in connection with
the Escrow Agent's performance of his duties and obligations under this
Agreement, as well as the reasonable costs and expenses of defending against any
claim or liability relating to this Agreement; provided that notwithstanding the
foregoing, neither Parent nor the Shareholders shall be required to indemnify
the Escrow Agent for any such loss, liability, cost or expense arising as a
result of the Escrow Agent's willful misconduct or gross negligence or breach of
this Agreement.
11. Resignation and Removal of the Escrow Agent.
(a) The Escrow Agent may resign as such thirty (30) calendar days
following the giving of prior written notice thereof to the Shareholders and
Parent. In addition, the Escrow Agent may be removed and replaced on a date
designated in a written instrument signed by the Shareholders and Parent and
delivered to the Escrow Agent. Notwithstanding the foregoing, no such
resignation or removal shall be effective until a successor escrow agent has
acknowledged its appointment as such as provided in paragraph (c) below. In
either event, upon the effective date of such resignation or removal, the Escrow
Agent shall deliver the Escrow Shares and any dividends and other distributions
received in respect thereof and not previously distributed to the Shareholders,
together with earnings thereon, if any, to such successor escrow agent, together
with such records maintained by the Escrow Agent in connection with its duties
hereunder and other information with respect to the Escrow Shares as such
successor may reasonably request.
(b) If a successor escrow agent shall not have acknowledged its
appointment as such as provided in paragraph (c) below, in the case of a
resignation, prior to the expiration of thirty (30) calendar days following the
date of a notice of resignation or, in the case of a removal, on the date
designated for the Escrow Agent's removal, as the case may be, because the
Shareholders and Parent are unable to agree on a successor escrow agent, or for
any other reason, the Escrow Agent may select a successor escrow agent and any
such resulting appointment shall be binding upon all of the parties to this
Agreement.
(c) Upon written acknowledgment by a successor escrow agent
appointed in accordance with the foregoing provisions of this Section 11 of its
agreement to serve as escrow agent hereunder and the receipt of the Escrow
Shares and dividends and
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other distributions received in respect thereof and not previously distributed
to the Shareholders, together with earnings thereon, if any, the Escrow Agent
shall be fully released and relieved of all duties, responsibilities and
obligations under this Agreement, subject to the proviso contained in clause
(ii) of Section 8, and such successor escrow agent shall for all purposes hereof
be the Escrow Agent.
12. Notices. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given if
delivered personally or by facsimile transmission or mailed by certified or
registered mail, return receipt requested, to the parties at the following
addresses or facsimile numbers:
If to Parent, to:
Xxxxxx-Field Health Products, Inc.
000 Xxxxx Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxx
with a copy to:
Milbank, Tweed, Xxxxxx & XxXxxx
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxx X. Xxxxx, Esq.
If to either Shareholder, to:
000 X. Xxxxxxx Xxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxxx X. Xxxx
with a copy to:
Xxxxxxx & Xxxx, XXX
Xxxxx 0000
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Facsimile No.: (000) 000-0000
Attn: Xxxx X. Xxxx
If to the Escrow Agent, to:
The Law Offices of Xxxxxx X. Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxxx X. Xxxxxx, Esq.
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All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt if received on a business
day during normal business hours, and if not then received, on the next business
day, and (iii) if delivered by mail in the manner described above to the address
as provided in this Section, be deemed given upon receipt (in each case
regardless of whether such notice, request or other communication is received by
any other Person to whom a copy of such notice is to be delivered pursuant to
this Section). Any party from time to time may change its address, facsimile
number or other information for the purpose of notices to that party by giving
notice specifying such change to the other parties hereto.
14. Amendments, etc. This Agreement may be amended or modified, and
any of the terms hereof may be waived, only by a written instrument duly
executed by or on behalf of Parent and the Shareholders and, with respect to any
amendment that would adversely affect the Escrow Agent, the Escrow Agent. No
waiver by any party of any term or condition contained of this Agreement, in any
one or more instances, shall be deemed to be or construed as a waiver of the
same or any other term or condition of this Agreement on any future occasion.
15. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to a contract
executed and performed in such State, without giving effect to the conflicts of
laws principles thereof.
16. Business Day. For all purposes of this Agreement, the term
"business day" shall mean a day other than Saturday, Sunday or any day on which
banks located in the State of New York or the State of Colorado are authorized
or obligated to close.
17. Miscellaneous. This Agreement is binding upon and will inure to
the benefit of the parties hereto and their respective successors and permitted
assigns. The headings used in this Agreement have been inserted for convenience
of reference only and do not define or limit the provisions hereof. This
Agreement may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By:
----------------------------
Name:
Title:
-------------------------------
Xxxxxxx X. Xxxx
-------------------------------
Xxxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxxxx, as Escrow Agent
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SCHEDULE I
Shareholder No. of Escrow Shares
----------- --------------------
Xxxxxxx X. Xxxx 38,628
Xxxxxxx X. Xxxx 38,627
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ANNEX I
CERTIFICATE OF INSTRUCTION
TO
XXXXXX X. XXXXXX,
AS ESCROW AGENT
The undersigned, Xxxxxx-Field Health Products, Inc., a Delaware
corporation ("Parent"), pursuant to Section 5(a) of the Escrow Agreement dated
as of June 25, 1997 among Parent, Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxx
(collectively, the "Shareholders") and you (terms defined in said Escrow
Agreement have the same meanings when used herein), hereby:
(a) certifies that (i) Parent or another Indemnified Party has sent
to the Shareholders an Indemnity Notice (as such term is defined in the
Merger Agreement), a copy of which is attached hereto, and (ii) the amount
of $___________ (the "Owed Amount") is payable to the Indemnified Parties
by the Shareholders pursuant to Section 11.02 of the Merger Agreement by
reason of the matter described in such Indemnity Notice; and
(b) instructs you to deliver to Parent certificates evidencing in
the aggregate that number of whole Escrow Shares (ignoring fractions),
valued at the Per Share Price, equal to the Owed Amount (i) unless you
receive an Objection Certificate from the Shareholders prior to the
expiration of the Objection Period, within two business days following the
expiration of the Objection Period, or (ii) if you receive an Objection
Certificate within the Objection Period, within two business days
following your receipt of a Resolution Certificate or an Arbitration
Certificate.
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By:________________________________
Name:
Title:
Dated:____________, ____
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ANNEX II
OBJECTION CERTIFICATE
TO
XXXXXX X. XXXXXX,
AS ESCROW AGENT
The undersigned, Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxx (collectively,
the "Shareholders"), pursuant to Section 5(b) of the Escrow Agreement dated as
of June 25, 1997 among Xxxxxx-Field Health Products, Inc. ("Parent"), the
Shareholders and you (terms defined in said Escrow Agreement have the same
meanings when used herein), hereby:
(a) dispute that the Owed Amount referred to in the Certificate of
Instruction dated _________, ____ is payable to the Indemnified Parties by
the undersigned pursuant to Section 11.02 of the Merger Agreement;
(b) certify that the undersigned have sent to Parent a written
statement dated ___________, ____ of the undersigned, a copy of which is
attached hereto, disputing their liability to the Indemnified Parties for
the Owed Amount; and
(c) object to your making payment to Parent as
provided in such Certificate of Instruction.
--------------------------------
Xxxxxxx X. Xxxx
--------------------------------
Xxxxxxx X. Xxxx
Dated: _____________, ____
13
ANNEX III
RESOLUTION CERTIFICATE
TO
XXXXXX X. XXXXXX,
AS ESCROW AGENT
The undersigned, Xxxxxx-Field Health Products, Inc., a Delaware
corporation ("Parent"), Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxx (collectively, the
"Shareholders"), pursuant to Section 5(b) of the Escrow Agreement dated as of
June 25, 1997 among Parent, the Shareholders and you (terms defined in said
Escrow Agreement have the same meanings when used herein), hereby:
(a) certify that (i) Parent and the Shareholders have resolved their
dispute as to the matter described in the Certificate of Instruction dated
__________, ____ and the related Objection Certificate dated ___________,
____ and (ii) the final Owed Amount with respect to the matter described
in such Certificates is $______________;
(b) instruct you to deliver to Parent certificates evidencing in the
aggregate that number of whole Escrow Shares (ignoring fractions), valued
at the Per Share Price, equal to the Owed Amount referred to in clause
(ii) of paragraph (a) above within two business days of your receipt of
this Certificate; and
(c) agree that the Owed Amount designated in such Certificate of
Instruction, to the extent, if any, it exceeds the Owed Amount referred to
in clause (ii) of paragraph (a) above, shall be deemed not payable to the
Indemnified Parties and such Certificate of Instruction is hereby
canceled.
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By:______________________________
Name:
Title:
______________________________
Xxxxxxx X. Xxxx
______________________________
Xxxxxxx X. Xxxx
Dated:______________, ____
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ANNEX IV
ARBITRATION CERTIFICATE
TO
XXXXXX X. XXXXXX,
AS ESCROW AGENT
The undersigned, Xxxxxx-Field Health Products, Inc., a Delaware
corporation ("Parent"), pursuant to Section 5(b) of the Escrow Agreement dated
as of June 25, 1997 among Parent, Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxx
(collectively, the "Shareholders") and you (terms defined in said Escrow
Agreement have the same meanings when used herein), hereby:
(a) certifies that (i) attached hereto is a final, nonappealable
order of a Board of Arbitration resolving the dispute between Parent and
the Shareholders as to the matter described in the Certificate of
Instruction dated ____________, ____ and the related Objection Certificate
dated ____________, ____ and (ii) the final Owed Amount with respect to
the matter described in such Certificates, as provided in such order, is
$______________;
(b) instructs you to deliver to Parent certificates evidencing in
the aggregate that number of whole Escrow Shares (ignoring fractions),
valued at the Per Share Price, equal to the Owed Amount referred to in
clause (ii) of paragraph (a) above, within two business days of your
receipt of this Certificate; and
(c) agrees that the Owed Amount designated in such Certificate of
Instruction, to the extent, if any, it exceeds the Owed Amount referred to
in clause (ii) of paragraph (a) above, shall be deemed not payable to the
Indemnified Parties and such Certificate of Instruction is hereby
canceled.
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By:______________________________
Name:
Title:
Dated:______________, ____
15
ANNEX V
PARENT CANCELLATION CERTIFICATE
TO
XXXXXX X. XXXXXX,
AS ESCROW AGENT
The undersigned, Xxxxxx-Field Health Products, Inc., a Delaware
corporation ("Parent"), pursuant to Section 5(e) of the Escrow Agreement dated
as of June 25, 1997 among Parent, Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxx
(collectively, the "Shareholders") and you (terms defined in said Escrow
Agreement have the same meanings when used herein), hereby:
(a) certifies that (i) it hereby releases its claim against the
Shareholders with respect to [all] [specify portion] of the Owed Amount
designated in the Certificate of Instruction dated _____________, ____ and
(ii) as a result the Owed Amount with respect to such Certificate of
Instruction is $__________; and
(b) agrees that such Certificate of Instruction is, to the extent
released as provided in clause (i) of paragraph (a) above, canceled.
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By:______________________________
Name:
Title:
Dated:______________, ____
16
ANNEX VI
SHAREHOLDER CANCELLATION CERTIFICATE
TO
XXXXXX X. XXXXXX,
AS ESCROW AGENT
The undersigned, Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxx, (collectively,
the "Shareholders"), pursuant to Section 5(f) of the Escrow Agreement dated as
of June 25, 1997 among Xxxxxx-Field Health Products, Inc. ("Parent"), the
Shareholders and you (terms defined in said Escrow Agreement have the same
meanings when used herein), hereby certify that (i) attached hereto is a final,
nonappealable order of a Board of Arbitration resolving the dispute between
Parent and the Shareholders as to the matter described in the Certificate of
Instruction dated ____________, ____ and the related Objection Certificate dated
____________, ____ and (ii) as provided in such order, there is no Owed Amount
with respect to the matter described in such Certificates.
_____________________________
Xxxxxxx X. Xxxx
_____________________________
Xxxxxxx X. Xxxx
Dated: _____________, ____
17
ANNEX VII
BALANCE SHEET ADJUSTMENT CERTIFICATE
TO
XXXXXX X. XXXXXX,
AS ESCROW AGENT
The undersigned, Xxxxxx-Field Health Product, Inc., a Delaware
corporation ("Parent"), pursuant to Section 6 of the Escrow Agreement dated as
of June 25, 1997 among Parent, Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxx
(collectively, the "Shareholders") and you (terms defined in said Escrow
Agreement have the same meanings when used herein), hereby instruct you to
deliver to Parent certificates evidencing in the aggregate that number of whole
Escrow Shares (ignoring fractions), valued at the Per Share Price, equal to
$_______, within two business days of your receipt of this Certificate.
XXXXXX-FIELD HEALTH PRODUCTS, INC.
By:______________________________
Name:
Title:
Dated:______________, ____
