VIA OVERNIGHT March 1, 2013 Illinois Tool Works Inc. Corporate Headquarters Glenview, IL 60026-1215 Gentlemen:
Exhibit 99.1
VIA OVERNIGHT
March 1, 2013
Corporate Headquarters
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Gentlemen:
This letter constitutes the agreement to amend (the “Amendment”) that certain letter agreement between Illinois Tool Works Inc., a Delaware corporation (the “Company”), on the one hand, and Relational Investors LLC (“Investor”) and each of the individuals and entities set forth on the signature pages thereto (the “Investor Affiliates,” and together with the Investor, the Investor Affiliates, and the Affiliates and Associates of each of the foregoing, the “Investor Group”), dated January 12, 2012. The Company and Investor Group desire to extend for a period of one-year the Agreement, and hereby agree:
1. | Section 1 is hereby amended by deleting “sixtieth (60)” and placing such words with “ninetieth (90)”. |
2. | The entire Agreement is hereby amended by: |
a. | Deleting the reference to “2012” in Section 3 and replacing it with “2013”; |
b. | Deleting references to “2013” in each place where such year appears therein and replacing it with “2014” in each such place; and |
c. | Deleting references to “2014” in each place where such year appears in Section 8 and replacing it with “2015” in each such place. |
3. | Except as and to the extent expressly modified by this Amendment, the Agreement shall remain in full force and effect in all respects without any modification. |
4. | This Amendment may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic mail shall be effective as of delivery of a manually executed counterpart of this Amendment. |
5. | This Amendment, together with the Agreement, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof. |
Exhibit 99.1
(signature page follows)
Very truly yours,
RELATIONAL INVESTORS LLC
By: /s/ X. X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Confirmed and agreed to as of
the date first written above:
the date first written above:
By:/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: President & CEO
Name: Xxxxx Xxxxx
Title: President & CEO
RELATIONAL INVESTORS LLC
On behalf of the following:
RELATIONAL INVESTORS, L.P.
By: /s/ X. X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
RELATIONAL FUND PARTNERS, L.P.
By: /s/ X.X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Exhibit 99.1
RELATIONAL COAST PARTNERS, L.P.
By: /s/ X.X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
XX XXXX 0, X.X.
By: /s/ X.X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
RELATIONAL INVESTORS VIII, L.P.
By: /s/ X.X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
RELATIONAL INVESTORS IX, L.P.
By: /s/ X.X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
RELATIONAL INVESTORS XV, L.P.
By: /s/ X.X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
RELATIONAL INVESTORS XVI, L.P.
By: /s/ X.X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Exhibit 99.1
RELATIONAL INVESTORS XX, L.P.
By: /s/ X.X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
RELATIONAL INVESTORS XXIII, L.P.
By: /s/ X.X. Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Principal
Name: Xxxxx Xxxxxxxxxx
Title: Principal
XXXXX X. XXXXXXXXXX
/s/ X.X. Xxxxxxxxxx