Exhibit 10(ll)
ICF XXXXXX INTERNATIONAL, INC.
0000 Xxx Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
March 13, 1998
Xxxxxx X. Xxxxx
Xxxxx Incorporated
Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Dear Xxxxxx:
The purpose of this letter is to set forth the agreements we have reached
as a result of recent discussions. It will become effective on the date of your
execution of this letter (the "Effective Date").
As promptly as practicable after receipt of your written request at any
time between July 1, 1998 and December 31, 1998, the Board of Directors of ICF
Xxxxxx International, Inc. (the "Company") will take all steps necessary to
create, and elect you to fill, a vacancy in the class of 2000 on the Board of
Directors of the Company. As you know, the Board has been on record since early
1997 as to its intent to add several other outside directors to reach a total
size of twelve, with three management directors and nine outsiders. Consistent
with that intent, the Board has proposed to nominate Xxxxxxx X. Xxxxxxxxxx for
election to the Company's Board of Directors at the 1998 annual meeting on the
terms outlined in the attachment.
For your part, you, Xxxxx & Company, Cowen Incorporated and Xxxxxx X. Xxxxx
(the "Xxxxx Parties") agree as follows:
(a) You will not consent (and will withdraw any previously granted
consent) to be a nominee for election to the Company's Board of Directors at the
1998 annual meting of the Company's shareholders.
(b) At the Company's 1998 annual meeting of shareholders the Xxxxx Parties
will vote in favor of the nominees for election as directors proposed by the
Company's Board of Directors.
(c) During the period commencing on the Effective Date and ending on the
later of (x) December 31, 1998 or (y) if you elect to become a member of the
Board of Directors prior to December 31, 1998, the date you or any other
designee of the Xxxxx Parties ceases to be a member of the Board of Directors,
the Xxxxx Parties shall not, without the express written consent of a majority
of the directors of the Company other than the Xxxxx Parties or their designees:
(i) subject any of the Company's voting securities to a voting trust
or voting agreement;
(ii) solicit proxies or become a "participant" in a "solicitation"
(as such terms are defined in Regulation 14A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")), in opposition to any recommendation
of the Board of Directors of the
Xxxxxx X. Xxxxx
March 13, 1998
Page 2
Company;
(iii) join a partnership, limited partnership, syndicate or other
group, or otherwise act in concert with any other person, for the purpose of
acquiring holding, voting or disposing of voting securities of the Company, or
otherwise become a "person" within the meaning of Section 13(d)(3) of the
Exchange Act (in each case other than solely with another Xxxxx Party);
(iv) become, alone or in conjunction with others, an "Acquiring
Person" as defined in the Company's Shareholder Rights Plan as adopted January
13, 1992; or
(v) dispose of any voting securities of the Company to any person
who, to the knowledge of the Xxxxx Parties, as a result of acquiring such voting
securities would become an "Acquiring Person" as defined in the Company's
Shareholder Rights Plan as adopted January 13, 1992.
(d) Each of the Xxxxx Parties shall be present, in person or by proxy, and
without further action hereby agree that they shall be deemed (to the extent
permitted by law) to be present, at all meetings of the stockholders of the
Company with respect to which the Xxxxx Parties receives notice so that all
voting securities of the Company owned by any of them may be counted for the
purpose of determining the presence of a quorum at such meetings.
(e) For purposes of this letter (x) "Affiliate" shall have the same meaning
as Affiliate under Rule 12b-2 under the Exchange Act, and (y) "Beneficial Owner"
shall have the same meaning as "Beneficial Owner" under Rule 13d-3 under the
Exchange Act, and "Beneficial Ownership" shall have a correlative meaning.
If the foregoing accurately summarizes our agreement, please sign where
indicated below.
Very truly yours,
ICF XXXXXX INTERNATIONAL, INC.
XXXXX & COMPANY
COWEN INCORPORATED
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
