EXHIBIT (d)(2)
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "AGREEMENT"), is entered
into as of October 8, by and between Emulex Corporation, a Delaware corporation
("PARENT"), and Aviary Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Parent ("PURCHASER"), on the one hand, and each of
the stockholders of Vixel Corporation, a Delaware corporation (the "COMPANY"),
set forth on Schedule 1 hereto (each a "STOCKHOLDER" and collectively, the
"STOCKHOLDERS"), on the other hand. Capitalized terms used herein without
definition shall have the respective meanings ascribed to them in the Merger
Agreement (as defined below).
R E C I T A L S
WHEREAS, each Stockholder is, as of the date hereof, the
record and beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "ACT")) of (i) the number of shares of
common stock, par value $.0015 per share, of the Company (together with any
associated preferred stock or other rights issued pursuant to the Rights
Agreement, dated as of November 15, 2000, between the Company and Computer Share
Trust Company, Inc. as the same has been amended through the date hereof, the
"COMMON STOCK"); (ii) the number of shares of Series B convertible preferred
stock, par value $.001 per share, of the Company (the "SERIES B PREFERRED
STOCK"); (iii) the number of options to acquire Common Stock (the "COMPANY
OPTIONS"); and (iv) the number of warrants to acquire Common Stock (the "COMPANY
WARRANTS") set forth opposite the name of such Stockholder on Schedule 1 hereto;
and
WHEREAS, Parent, Purchaser and the Company have entered into
an Agreement and Plan of Merger, dated as of the date hereof (the "MERGER
AGREEMENT"), which provides, among other things, for (a) Purchaser to commence a
tender offer for all of the issued and outstanding shares of Common Stock and
Series B Preferred Stock (the "OFFER") and (b) the merger of Purchaser with and
into the Company with the Company continuing as the surviving corporation (the
"MERGER"), in each case upon the terms and subject to the conditions set forth
in the Merger Agreement; and
WHEREAS, as a condition to the willingness of Parent and
Purchaser to enter into the Merger Agreement and as an inducement and in
consideration therefor, the Stockholders have agreed to enter into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein and in the Merger Agreement,
and intending to be legally bound hereby, the parties hereto agree as follows:
Section 1. Representations and Warranties of the Stockholders. Each
Stockholder hereby represents and warrants to Parent, severally and not jointly,
as set forth below:
(a) Such Stockholder is the record and beneficial owner
(as defined in Rule 13d-3 under the Act) of the shares of Common Stock and/or
Series B Preferred Stock set forth opposite his or its name on Schedule 1 to
this Agreement (such shares of
Common Stock and/or Series B Preferred Stock, together with any Common Stock and
Series B Preferred Stock acquired by the Stockholder after the date of this
Agreement, whether Shares acquired by way of exercise of Company Options,
Company Warrants or other rights to purchase Common Stock or Series B Preferred
Stock or by way of dividend, distribution, exchange, merger, consolidation,
grant of proxy or otherwise, but excluding shares owned by other Stockholders,
all as may be adjusted from time to time pursuant to Section 6 hereof, the
"SHARES"). Schedule 1 to this Agreement lists separately all Company Options and
Company Warrants issued to such Stockholder. Such Stockholder is the record and
beneficial owner of the Company Options and Company Warrants set forth opposite
such Stockholder's name on Schedule 1 to this Agreement.
(b) Such Stockholder has voting power, power of
disposition, power of conversion (in respect of the Series B Preferred Stock)
and power to agree to all of the matters regarding such Stockholder set forth in
this Agreement, in each case with respect to all of the Shares, with no
limitations, qualifications or restrictions on such right. Such Stockholder is
not the record or beneficial owner of any securities of the Company on the date
hereof other than the Shares and the Company Options and Company Warrants set
forth on Schedule 1.
(c) Such Stockholder has the legal capacity to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby regarding such Stockholder.
(d) This Agreement has been validly executed and
delivered by such Stockholder and, assuming due and valid authorization,
execution and delivery thereof by Parent and Purchaser, constitutes the legal,
valid and binding obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally, and (ii) the
availability of the remedy of specific performance or injunctive or other forms
of equitable relief may be subject to equitable defenses and would be subject to
the discretion of the court before which any proceeding therefor may be brought.
(e) Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will result in a
violation of, or constitute (with or without due notice or lapse of time or
both) a default under, or conflict with, or give rise to any right of
termination, cancellation or acceleration under any contract, trust, note, bond,
mortgage, indenture, license, agreement, or material contractual restriction or
obligation of any kind to which such Stockholder is a party or by which such
Stockholder or his or its Shares are bound, which singularly or in the
aggregate, would prevent or adversely effect the ability of such Stockholder to
perform his or its obligations under this Agreement. The consummation of the
transactions contemplated hereby will not violate, or require any consent,
approval or notice (except those required under applicable securities laws)
under, any provision of any judgment, order, injunction, decree, statute, law,
rule or regulation applicable to such Stockholder
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which, singularly or in the aggregate, would prevent or adversely effect the
ability of such Stockholder to perform his or its obligations under this
Agreement.
(f) In the case of any Stockholder that is a corporation,
limited partnership or limited liability company, such Stockholder is an entity
duly organized and validly existing under the laws of the jurisdiction in which
it is incorporated or constituted, and each such Stockholder has all requisite
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby regarding such Stockholder, and has taken all
necessary corporate action to authorize the execution, delivery and performance
of this Agreement.
(g) The Shares owned by such Stockholder are now, and at
all times during the term hereof will be, held by such Stockholder or by a
nominee or custodian for the benefit of such Stockholder, free and clear of all
liens, claims, security interests, proxies, voting trusts, agreements, options,
rights, understandings or arrangements or any other encumbrances whatsoever on
title, transfer or exercise of any rights of a Stockholder in respect of such
Shares (collectively, "ENCUMBRANCES"), except for any such Encumbrances arising
hereunder, and the transfer of the Shares held by such Stockholders hereunder
will effectively vest in Purchaser valid and marketable title to such Shares,
free and clear of any Encumbrances.
(h) Each Stockholder whose Shares are subject to
community property interests under the laws of any relevant jurisdiction has
agreed to have executed and delivered to Parent such consents, waivers and
approvals as are necessary for the execution of this Agreement and the approval
and consummation of the transactions contemplated hereby regarding such
Stockholder.
(i) Such Stockholder understands and acknowledges that
Parent and Purchaser are entering into the Merger Agreement in reliance upon
such Stockholder's execution and delivery of this Agreement.
Section 2. Representations and Warranties of Parent and Purchaser. Each
of Parent and Purchaser hereby represents and warrants to the Stockholders,
jointly and severally, as follows:
(a) Each of Parent and Purchaser is a corporation duly
organized and validly existing under the laws of the State of Delaware, has all
requisite corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby and has taken all
necessary corporate action to authorize the execution, delivery and performance
of this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by each of Parent and Purchaser and, assuming due and valid
authorization, execution and delivery thereof by a Stockholder, constitutes the
legal, valid and binding obligation of each of Parent and Purchaser, enforceable
by such Stockholder against each of them in accordance with its terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement
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of creditors' rights generally and (ii) the availability of the remedy of
specific performance or injunctive or other forms of equitable relief may be
subject to equitable defenses and would be subject to the discretion of the
court before which any proceeding therefor may be brought.
(c) Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will result in a
violation of, or constitute (with or without due notice or lapse of time or
both) a default under, or conflict with, or give rise to any right of
termination, cancellation or acceleration under any material contract, trust,
note, bond, mortgage, indenture, license, agreement or contractual restriction
or obligation of any kind to which Parent and Purchaser is a party which,
singularly or in the aggregate, would prevent or adversely effect the ability of
Parent and Purchaser to perform its obligations under this Agreement. The
consummation of the transactions contemplated hereby will not violate, or
require any consent, approval or notice (except those required under applicable
securities laws) under, any provision of any judgment, order, injunction,
decree, statute, law, rule or regulation applicable to Parent and Purchaser
which, singularly or in the aggregate, would prevent or materially adversely
effect the ability of Parent and Purchaser to perform its obligations under this
Agreement.
Section 3. Tender of the Shares. Each Stockholder hereby agrees that,
subject to the terms and conditions of Section 8 hereof, (a) such Stockholder
shall validly tender, or cause to be validly tendered, pursuant to and in
accordance with the terms of the Offer, his or its Shares into the Offer as
promptly as practicable, and in any event no later than the fifth business day,
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement (except for those Shares issued upon the exercise of Company Options,
Company Warrants or other rights to acquire shares of Common Stock or Series B
Preferred Stock after such date, which shall be validly tendered, or caused to
be validly tendered, as promptly as practicable following such exercise) and
receipt of the applicable tender offer documentation and (b) such Stockholder
shall not withdraw any Shares so tendered unless this Agreement is terminated or
the Offer is terminated or has expired without Purchaser purchasing all Shares
validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing,
each Stockholder may decline to tender, or may withdraw, any and all of such
Stockholders' Shares if, without the consent of such Stockholder, Purchaser
amends the Offer to (i) reduce the Offer Price, (ii) reduce the number of Shares
subject to the Offer, (iii) change the form of consideration payable in the
Offer or (iv) amend or modify any term or condition of the Offer in a manner
adverse to the stockholders of the Company (other than insignificant changes or
amendments or other than to waive any condition other than the Minimum
Condition). Each Stockholder shall give Purchaser at least two (2) business
days' prior notice of any withdrawal of its Shares pursuant to the immediately
preceding proviso. Notwithstanding anything herein to the contrary, the holders
of the Series B Preferred Stock shall retain the option and right to instruct
the tender agent to take all steps necessary to convert their shares into Common
Stock at any time prior to the Purchase of such shares in the Offer.
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Section 4. Transfer of the Shares.
(a) Prior to the termination of this Agreement and except
as otherwise provided herein, each of the Stockholders agrees that it shall not:
(i) transfer, assign, sell, gift-over, pledge, hypothecate, encumber or
otherwise dispose of, or consent to any of the foregoing ("TRANSFER"), any or
all of the Shares, Company Options, Company Warrants or other rights to acquire
Common Stock or Series B Preferred Stock or any right or interest therein; (ii)
enter into any contract, option or other agreement, arrangement or understanding
with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other
authorization or consent with respect to any of the Shares; (iv) deposit any of
the Shares into a voting trust, or enter into a voting agreement or arrangement
with respect to any of the Shares or (v) take any other action that would in any
way restrict, limit or interfere with the performance of such Stockholder's
obligations hereunder or the transactions contemplated hereby or make any
representation or warranty of such Stockholder untrue or incorrect.
(b) Each Stockholder agrees, promptly following request
of Parent, to surrender to the Company, or to the transfer agent for the
Company, certificates evidencing the Shares, and shall cause the Company or the
transfer agent for the Company to place the following legend on any and all
certificates evidencing the Shares:
THE SHARES OF VIXEL CORPORATION [COMMON STOCK] [SERIES B CONVERTIBLE PREFERRED
STOCK] REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER PURSUANT TO THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF OCTOBER 8,
2003, BY AND AMONG EMULEX CORPORATION, AVIARY ACQUISITION CORP. AND CERTAIN
STOCKHOLDERS OF VIXEL CORPORATION. ANY TRANSFER OF SUCH SHARES OF VIXEL
CORPORATION [COMMON STOCK] [SERIES B CONVERTIBLE PREFERRED STOCK] IN VIOLATION
OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO
EFFECT WHATSOEVER.
Section 5. Voting Arrangements; Irrevocable Proxy.
(a) Each Stockholder hereby agrees that, during the time
this Agreement is in effect, at any meeting of the stockholders of the Company
(a "COMPANY STOCKHOLDERS' MEETING"), however called, and at every adjournment or
postponement thereof, he, she or it shall (i) appear at the meeting or otherwise
cause his or its Shares to be counted as present thereat for purposes of
establishing a quorum; (ii) vote, or execute consents in respect of, his or its
Shares, or cause his or its Shares to be voted, or consents to be executed in
respect thereof, in favor of the approval and adoption of the Merger Agreement
(including any revised or amended Merger Agreement that has been agreed to by
the Company) and the Merger, and any action required in furtherance thereof and
(iii) vote, or execute consents in respect of, his or its Shares, or cause his
or its Shares to be voted, or consents to be executed in respect thereof,
against (A) any agreement or transaction relating to any Acquisition Proposal
(other than as proposed by Parent or Purchaser) or (B) any amendment of the
Company's Certificate of Incorporation or Bylaws or other proposal, action or
transaction involving the Company or any of its subsidiaries or any of its
stockholders, which amendment or other proposal, action or
5
transaction that could reasonably be expected to prevent or materially impede or
delay the consummation of the Offer or Merger or the other Transactions or the
consummation of the transactions contemplated by this Agreement or to deprive
Parent of any material portion of the benefits anticipated by Parent to be
received from the consummation of the Merger or the other Transactions or the
transactions contemplated by this Agreement, or change in any manner the voting
rights of Common Stock or Series B Preferred Stock (collectively, "FRUSTRATING
TRANSACTIONS") presented to the stockholders of the Company (regardless of any
recommendation of the Board of Directors of the Company) or in respect of which
vote or consent of the Stockholder is requested or sought, unless such
transaction has been approved in advance by Parent or Purchaser.
(b) Subject to the provisions set forth in Section 8
hereof and as security for the Stockholders' obligations under Section 5(a),
each of the Stockholders hereby irrevocably constitutes and appoints Parent,
Xxxx X. Xxxxxx and its or his designees as his or its attorney and proxy in
accordance with the Delaware General Corporation Law (the "DGCL"), with full
power of substitution and resubstitution, to cause the Stockholder's shares to
be counted as present at any Company Stockholders' Meetings, to vote his or its
Shares at any Company Stockholders' Meeting, however called, and to execute
consents in respect of his or its Shares as and to the extent provided in
Section 5(a). SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 8 HEREOF THIS PROXY
AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each
Stockholder hereby agrees not to grant any subsequent proxy or power of attorney
with respect to such Stockholder's Shares.
(c) Each Stockholder represents that any proxies
heretofore given in respect of the Shares, if any, are revocable, and have been
revoked.
(d) Each Stockholder hereby affirms that the proxy set
forth in this Section 5 is given in connection with the execution of the Merger
Agreement, and that such proxy is given to secure the performance of the duties
of such Stockholder under this Agreement. Such Stockholder hereby further
affirms that the proxy is coupled with an interest and, except as set forth in
this Section or in Section 8, is intended to be irrevocable in accordance with
the provisions of Section 212 of the DGCL. Each Stockholder hereby agrees that,
if for any reason the proxy granted herein is not irrevocable (subject to the
terms of this Agreement), then such Stockholder agrees to vote his or its Shares
in accordance with Section 5(a) above as instructed by Parent in writing. The
parties agree that the foregoing is a voting agreement created under Section 218
of the DGCL.
Section 6. Certain Events. In the event of any change in the Common
Stock, Series B Preferred Stock by reason of a stock dividend, stock split,
split-up, recapitalization, reorganization, business combination, consolidation,
exchange of shares, or any similar transaction or other change in the capital
structure of the Company affecting the Common Stock or Series B Preferred Stock
or the acquisition of additional shares of Common Stock, Series B Preferred
Stock or other securities or rights of the Company by any Stockholder, this
Agreement and the obligations hereunder shall attach
6
to any additional shares of Common Stock, Series B Preferred Stock or other
securities or rights of the Company issued to or acquired by each of the
Stockholders.
Section 7. Further Assurances. Each Stockholder shall, upon request of
Parent or Purchaser, execute and deliver any additional documents and take such
further actions as may reasonably be deemed by Parent or Purchaser to be
necessary or desirable to carry out the provisions hereof and to vest in Parent
the power to vote the Shares as contemplated by Section 5.
Section 8. Termination. This Agreement, and all rights and obligations
of the parties hereunder, shall terminate immediately upon the termination of
the Merger Agreement by Parent or otherwise upon the earlier to occur of (a)
termination of the Merger Agreement by the Company and (b) November 13, 2003;
and provided, however, that Section 9 hereof shall survive any termination of
this Agreement.
Section 9. Expenses. All fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such fees, costs and expenses.
Section 10. Public Announcements. Each of the Stockholders agrees that
it will not issue any press release or otherwise make any public statement with
respect to this Agreement or the transactions contemplated hereby or by the
Merger Agreement without the prior consent of Parent; provided, however, that
such disclosure may be made without obtaining such prior consent if (i) the
disclosure is required by law or is required by any regulatory authority,
including but not limited to any Governmental Entity, or the Nasdaq National
Market and any national securities exchange, trading market or inter-dealer
quotation system on which the Shares trade and (ii) the Stockholder making such
disclosure has first used all reasonable efforts to consult with Parent about
the form and substance of such disclosure.
Section 11. Miscellaneous.
(a) Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by a nationally recognized overnight
courier service, such as Federal Express (providing proof of delivery), to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
If to any of the Stockholders, at the address set forth
opposite the name of such Stockholder on Schedule 1 hereto:
With a copy to:
Xxxxxx Xxxxxx White & XxXxxxxxx LLP
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxx
Telephone: (000) 000-0000
7
Facsimile: (000) 000-0000
If to Parent or Purchaser, to:
Emulex Corporation
0000 Xxxxxx Xxxxxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Vice President, General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(b) Headings. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(c) Counterparts. This Agreement may be executed manually
or by facsimile by the parties hereto in any number of counterparts, each of
which shall be considered one and the same agreement.
(d) Entire Agreement. This Agreement (together with the
Merger Agreement and any other exhibits, annexes, schedules, documents and
instruments referred to herein and therein or contemplated thereby or therein)
constitutes the entire agreement among the parties with respect to the subject
matter hereof and thereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties or any of them with
respect to the subject matter hereof and thereof.
(e) Governing Law; Venue. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof. Each of the
parties hereto (i) consents to submit itself to the personal jurisdiction of any
federal court located in the State of Delaware or any Delaware state court in
the event any dispute arises out of this Agreement or any of the Transactions,
(ii) agrees that it shall not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court and (iii)
agrees that it shall not bring any action relating to this Agreement or any of
the Transactions in any court other than a federal or state court sitting in the
State of Delaware.
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(f) Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties except that Parent or Purchaser may assign,
in its sole discretion and without the consent of any other party, any or all of
their rights, interests and obligations hereunder to each other or to one or
more direct or indirect wholly owned subsidiaries of Parent (each, an
"ASSIGNEE"). Any such Assignee may thereafter assign, in its sole discretion and
without the consent of any other party, any or all of its rights, interests and
obligations hereunder to one or more additional Assignees. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by, the parties and their respective successors and assigns,
and the provisions of this Agreement are not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder.
(g) Severability of Provisions. If any term or provision
of this Agreement is invalid, illegal or incapable of being enforced by rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated by this Agreement is not
affected in any manner adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions are fulfilled to the extent
possible.
(h) Specific Performance. The parties hereto acknowledge
that money damages would be an inadequate remedy for any breach of this
Agreement by any party hereto, and that the obligations of the parties hereto
shall be enforceable by any party hereto through injunctive or other equitable
relief.
(i) Amendment. No amendment, modification or waiver in
respect of this Agreement shall be effective against any party unless it shall
be in writing and signed by such party.
(j) Binding Nature. This Agreement is binding upon and is
solely for the benefit of the parties hereto and their respective successors,
legal representatives and assigns.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Parent, Purchaser and the Stockholders
have caused this Agreement to be duly executed and delivered as of the date
first written above.
EMULEX CORPORATION
By: /s/ XXXX XXXXXX
Name: Xxxx Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
AVIARY ACQUISITION CORP.
By: /s/ XXXX XXXXXX
Name: Xxxx Xxxxxx
Title: President and Chief Executive Officer
STOCKHOLDERS
XXXXXXX XXXXX GROUP, INC.
By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. XxXxxxxx
Title: Attorney-in-Fact
XXXXXXX SACHS DIRECT INVESTMENT
FUND 2000, L.P.
By: GS Employer Funds 2000 GP, L.L.C.,
its General Partner
By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. XxXxxxxx
Title: Vice President
[SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]
/s/ XXXXXX X. XXXXXXX XX
--------------------------------
Xxxxxx X. Xxxxxxx XX
/s/ XXXXXXX X. XXXXXXXX
--------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ XXXXXX X. XXXXXXX
--------------------------------
Xxxxxx X. Xxxxxxx
/s/ XXXX XXXXX XXXXXXXXXX
--------------------------------
Xxxx Xxxxx Xxxxxxxxxx
/s/ XXXXXXX X. XXXXXX
--------------------------------
Xxxxxxx X. Xxxxxx
/s/ XXXXX X. XXXXXXX
--------------------------------
Xxxxx X. Xxxxxxx
[SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]
SCHEDULE 1
NUMBER OF SHARES OF
COMMON STOCK NUMBER OF SHARES
NUMBER OF NUMBER OF SHARES BENEFICIALLY OF COMMON
STOCKHOLDER NAME SHARES OF OF SERIES B OWNED UNDER COMPANY ISSUABLE UNDER
AND ADDRESS COMMON STOCK PREFERRED STOCK OPTIONS COMPANY WARRANTS
----------------------------------------------------------------------------------------------------------
Xxxxxxx Sachs Group, Inc.; 2,863,524 0 859,058
Xxxxxxx Xxxxx
Direct Investment Fund
2000, L.P.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
--------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxx XX* 5,000 0 60,000 0
--------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxx* 66,666 0 185,000 0
--------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxx* 0 0 20,000 0
--------------------------------------------------------------------------------------------------------
Xxxx Xxxxx Nachtscheim* 0 0 20,000 0
--------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxxx*+ 0 2,863,524 0 859,058
--------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxx* 221,000 171,666
--------------------------------------------------------------------------------------------------------
* c/o Vixel Corporation, 00000 Xxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000
+ Includes 2,863,524 shares of Series B Preferred Stock and 859,058
shares of Common Stock issuable under Company Warrants owned by Xxxxxxx
Sachs Group, Inc. and Xxxxxxx Xxxxx Direct Investment Fund 2000, L.P.
