Exhibit 10.17
STOCKHOLDERS AGREEMENT
dated as of
October 1, 1996
by and among
PSW TECHNOLOGIES, INC.
and
the Stockholders named herein
TABLE OF CONTENTS
1. Certain Definitions.............................................. - 2 -
1.2 "Exchange Act".............................................. - 3 -
1.3 "Management Stockholder".................................... - 3 -
1.4 "Permitted Transferee"...................................... - 3 -
1.5 "Person" or "person"........................................ - 3 -
1.6 "Rule 144 Sales"............................................ - 3 -
1.7 "Securities Act"............................................ - 3 -
1.8 "Stockholder"............................................... - 4 -
1.9 "Stock Repurchase Agreement"................................ - 4 -
1.10 "Third Party Transferee"................................... - 4 -
2. Restrictions on Transfer of Shares of the Company................ - 4 -
2.1 Transfer Restricted......................................... - 4 -
2.2 Certain Permitted Transfers................................. - 5 -
2.3 First Offer Rights.......................................... - 6 -
2.4 Legend...................................................... - 11 -
3 Right to Join in Sale............................................ - 11 -
4 Obligation to Join in Sale....................................... - 13 -
5 Voting Matters................................................... - 14 -
5.1 Meetings................................................... - 14 -
5.2 No Proxies................................................. - 14 -
6 Sale of the Company.............................................. - 15 -
7 Termination...................................................... - 15 -
8 Miscellaneous.................................................... - 15 -
8.1 Injunctive Relief.......................................... - 15 -
8.2 Further Assurances......................................... - 16 -
8.3 Governing Law.............................................. - 16 -
8.4 Entire Agreement; Amendment; Waiver........................ - 16 -
8.5 Binding Effect............................................. - 17 -
8.6 Severability............................................... - 17 -
8.7 Notice..................................................... - 17 -
8.8 Headings; Execution in Counterparts........................ - 18 -
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT (this "Agreement") dated as of October 1, 1996 by
and among PSW TECHNOLOGIES, INC., a Delaware corporation (the "Company") and
those stockholders of the Company listed on Schedule 1 hereto.
W I T N E S S E T H:
WHEREAS, the Stockholders (as hereinafter defined) have subscribed for 800
shares of the common stock, par value $.01, of the Company (the "Common Stock"),
representing all of the issued and outstanding shares of Common Stock of the
Company; and
WHEREAS, the Stockholders have concluded that it is in the best interests
of the Company to provide for continuity in the control and management of the
Company and, in connection therewith, to enter into certain agreements regarding
the voting of their shares of Common Stock and providing for certain
restrictions on the transfer of their shares of Common Stock;
NOW, THEREFORE in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1. Certain Definitions. As used in this Agreement, the following capitalized
terms shall have the meanings set forth below.
1.1 "Affiliate", with respect to any Person, means any Person that
directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, such Person and, as to any
Person that is an individual, such
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individual's spouse, parents, siblings and lineal descendants. For purposes of
this definition, the term "control" (including with correlative meanings, the
terms "controlling", "controlled by" and "under common control with"), as used
with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities or by contract
or otherwise.
1.2 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
1.3 "Management Stockholder" means any individual that acquires from the
company shares of Common Stock while an officer or employee of the Company and,
with respect to shares of Common Stock transferred by a Management Stockholder
to such Person, any Person that becomes a Permitted Transferee or Third party
Transferee of any Management Stockholder.
1.4 "Permitted Transferee" means any transferee of Common Stock pursuant
to a transaction permitted under Section 2.2.
1.5 "Person" or "person" means any individual, partnership, joint venture,
corporation, association, trust or any other entity or organization.
1.6 "Rule 144 Sales" means sales pursuant to Rule 144 under the Securities
Act (or any successor rule or regulation) and in compliance with the
requirements of paragraphs (c), (e) and (f) of such Rule, without giving effect
to paragraph (k) of such rule.
1.7 "Securities Act" means the Securities Act of 1933, as amended.
1.8 "Stockholder" means any stockholder listed on Schedule 1 hereto.
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1.9 "Stock Repurchase Agreement" means an agreement between a Stockholder
and the Company providing for the terms under which certain restricted stock
covered thereby will vest and the terms under which any restricted stock that
has not vested may be repurchased by the Company.
1.10 "Third Party Transferee" has the meaning set forth in Section 2.3.5
and shall not include any person to whom shares are transferred in Rule 144
Sales or in a registered public offering.
2. Restrictions on Transfer of Shares of the Company.
2.1 Transfer Restricted.
2.1.1 No shares of Common Stock or any interest therein shall be
sold, assigned, transferred, pledged or otherwise encumbered or disposed of by
any Stockholder except in accordance with or as otherwise specifically permitted
by the provisions of this Agreement. The Company shall not transfer upon its
books and records any shares of Common Stock purported to be transferred to any
Person in violation of this Agreement, and any such purported transfer shall
have no force or effect.
2.1.2 In addition to each other restriction on transfer contained in
this Agreement, except for Rule 144 Sales, a sale of shares in a public offering
pursuant to this Agreement or a transfer to the Company, no Stockholder shall
sell, assign, transfer, pledge, or otherwise encumber or dispose of any shares
of Common Stock or any interest therein to any Person (regardless of the manner
in which such Stockholder initially acquired such shares of Common Stock),
unless (i) the certificates representing the shares issued to the transferee
bear appropriate legends reflecting the restrictions on transfer contained in
this
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Agreement; and (ii) the transferee shall have executed and delivered to the
Company, as a condition to the acquisition of shares of Common Stock, an
appropriate document satisfactory to the Company confirming that such transferee
takes such shares subject to all the terms and conditions of this Agreement.
2.1.3 In addition to each other restriction on transfer contained in
this Agreement, no Stockholder shall sell, assign, transfer, pledge or otherwise
encumber or dispose of any shares of Common Stock or any interest therein to any
Person unless such sale, assignment, transfer, pledge or other encumbrance or
disposition is pursuant to an effective registration statement or otherwise
expressly permitted hereunder.
2.1.4 The restrictions on transfer contained in this Agreement are
in addition to, and not in limitation of, each other restriction on transfer
contained in an agreement between the Company and any Stockholder, including,
without limitation, those contained in any Stock Repurchase Agreement or
Registration Rights Agreement.
2.2 Certain Permitted Transfers. The restriction contained in Section 2.1
of this Agreement with respect to transfers of shares of Common Stock shall not
apply to the following:
(a) any transfer by a Stockholder to a Person that is a Stockholder
listed on Schedule 1 owning in excess of 29% of the issued and outstanding
shares of Common Stock as of the date hereof (each such Stockholder shall be
referred to hereinafter as "Founding Stockholder");
(b) any transfer by a Stockholder to the Company pursuant to a Stock
Repurchase Agreement; and
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2.3 First Offer Rights. Except as otherwise permitted under Section 2.2 of
this Agreement, and except for Rule 144 Sales and sales of shares in public
offerings pursuant to this Agreement, a Stockholder may sell or otherwise
transfer shares of Common Stock only in compliance with the provisions of this
Section 2.3.
2.3.1 A Stockholder desiring to sell or otherwise transfer shares of
Common Stock in compliance with this Section 2.3 (a "Selling Stockholder") shall
first deliver written notice to the Company (hereinafter referred to as the
"Notice of Offer") which Notice of Offer shall specify (i) the number of shares
of Common Stock owned by the Selling Stockholder which such Selling Stockholder
wishes to sell (the "offered Shares"); (ii) the proposed cash purchase price per
share for the Offered Shares (the "Offer Price"); and (iii) all other terms and
conditions of the offer, The Notice of Offer shall constitute an irrevocable
offer by the Selling Stockholder to sell to the Company and the other
Stockholders the Offered Shares at the Offer Price, subject to the other terms
and conditions set forth in the Notice of Offer. Within five business days of is
receipt of the Notice of Offer, the Company shall send a copy of the Notice of
Offer to each other Stockholder of record.
2.3.2 Within 30 days following its receipt of the Notice of Offer,
the Company shall notify the Selling Stockholder and the other Stockholders of
record as to the number of the Offered Shares that it is electing to purchase
(such notification shall be referred to hereinafter as the "Company
Acceptance"). The election to purchase Offered Shares shall be made on behalf of
the Company by a majority of the disinterested Directors of the Company. The
Company Acceptance shall be deemed to be an irrevocable
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commitment to purchase from the Selling Stockholder the number of the Offered
Shares which the Company has elected to purchase pursuant to the Company
Acceptance.
2.3.3 If the Company does not deliver a Company Acceptance within 30
days following its receipt of the Notice of Offer or if the Company Acceptance
does not provide for the purchase by the Company of all of the Offered Shares,
then, within 15 days following the expiration of such 30-day notice period, each
other Stockholder of record shall notify the Company and the Selling Stockholder
as to the number of Offered Shares, if any, such other Stockholder is electing
to purchase (such notification is hereinafter referred to as the "Stockholder's
Acceptance"). If the Company does not receive a Stockholder's Acceptance from
any of the other Stockholders within such period, such other Stockholders that
did not deliver a Stockholder's Acceptance shall be deemed to have declined to
purchase any of the Offered Shares. A Stockholder's Acceptance shall be deemed
to be an irrevocable commitment to purchase from the Selling Stockholder the
number of Offered Shares which such other Stockholder has elected to purchase
pursuant to its Stockholder's Acceptance, subject to allocation of offered
Shares among other Stockholders accepting the Notice of Offer as hereinafter
provided.
2.3.4 If the Company and the other Stockholders have elected to
purchase a number of Offered Shares that in the aggregate exceeds the total
number of Offered Shares, the Company shall be entitled to purchase the number
of Offered Shares contained in the Company Acceptance and the remainder of the
Offered Shares shall be allocated among the other Stockholders accepting the
Selling Stockholder's offer (the "Accepting Stockholders") as follows: (a)
first, among the Accepting Stockholders, as nearly as possible
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in proportion to the number of shares of Common Stock held by such Accepting
Stockholders; and (b) thereafter, to those Accepting Stockholders, if any, that
elected to purchase more shares than the number to which they are entitled under
clause (a), in such equitable manner as the Company shall determine. Clauses (a)
and (b) shall be construed and given effect in such manner that no other
Stockholder shall be required or entitled to purchase a number of Offered Shares
greater than the number set forth in the Stockholder's Acceptance. If any other
Stockholder shall elect to purchase any of the Offered Shares, the Company shall
promptly notify each such other Stockholder of the number of shares allocated to
him, and each such other Stockholder shall be obligated to purchase at the Offer
Price such shares at a closing as set forth in Section 2.3.6.
2.3.5 If the Company and the other Stockholders do not elect to
purchase all of the Offered Shares available for purchase under this Section
2.3, the Selling Stockholder (a) shall be under no obligation to sell any of the
Offered Shares to the Company or any other Stockholder, unless the Selling
Stockholder so elects, and (b) subject to Section 3, may, within a period of six
months from the date of the Notice of Offer sell the Offered Shares to one or
more third parties (each a "Third Party Transferee"), for cash at a price per
share not less than the Offer Price and on such other terms and conditions as
are no more favorable to the proposed Third Party Transferee than those
specified in the Notice of Offer; provided, however, that if there is more than
one Third Party Transferee, the Selling Stockholder in good faith must obtain
binding and definitive commitments to purchase all the Offered Shares within
such six-month period before any sale to a Third Party Transferee of the Offered
Shares may take place. Upon any such sale, the Third Party Transferee of
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such shares of Common Stock shall execute an agreement in form and substance
satisfactory to the Company pursuant to which such Third Party Transferee agrees
that the shares of Common Stock it acquired from the selling Stockholder are
subject to the provisions of this Agreement. Any Third Party Transferee to whom
shares of Common Stock are transferred pursuant to and in compliance with this
Section 2.3.5 shall, upon consummation of such transfer, be deemed a Stockholder
for purposes of this Agreement. If the Selling Stockholder does not complete the
sale of the Offered Shares within such six-month period, the provisions of this
Section 2.3 shall again apply, and no sale of shares of Common Stock of the
Selling Stockholder shall be made otherwise than in accordance with the terms of
this Agreement.
2.3.6 The closing of purchases of Offered Shares by the Company
and/or other Stockholders pursuant to this Section 2.3 shall take place within
30 days after the delivery of the Company Acceptance or 60 days after the date
of the Notice of Offer, whichever is later, at 11:00 a.m. local time at the
principal offices of the Company, or at such other date, time or place as the
parties to the sale may agree. At least five (5) business days prior to such
closing, the Company shall notify the Selling Stockholder(s) in writing of the
name and number of purchasers and the portion of the Offered Shares to be
purchased by each. At such closing, the Selling Stockholder(s) shall sell,
transfer and deliver to each purchaser full right, title and interest in and to
the Offered Shares so purchased by such purchaser, free and clear of all liens,
security interests or adverse claims of any kind and nature (except as otherwise
set forth in this Agreement), and shall deliver to each purchaser a certificate
or certificates representing the Offered Shares sold to such purchaser, in each
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case duly endorsed for transfer or accompanied by appropriate stock transfer
powers duly endorsed. Simultaneously with delivery of such certificates, each
purchaser of the Offered Shares shall deliver to the Selling Stockholder(s), by
certified or bank check or by wire transfer of immediately available funds to
such bank and account as the Selling Stockholder(s) shall designate, a cash
amount equal to the product of the Offer Price and the number of Offered Shares
being acquired by such purchaser, in full payment of the purchase price of the
offered Shares purchased.
2.4 Legend. Each certificate representing shares of Common Stock now or
hereafter owned by a Stockholder shall bear a legend in substantially the
following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS
AGREEMENT DATED AS OF OCTOBER 1, 1996, A COPY OF WHICH IS ON FILE AT THE
OFFICE OF THE COMPANY AND WILL BE FURNISHED TO PROSPECTIVE PURCHASERS UPON
REQUEST. SUCH STOCKHOLDERS AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR
RESTRICTIONS ON THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE."
3 Right to Join in Sale.
3.1 If any one or more Stockholders (the "Selling Stockholders") propose
in a single transaction or series of related transactions to transfer an
aggregate of 58% or more of the shares of Common Stock held by the Stockholders,
including, without limitation, pursuant to Section 2.3 (including a transfer to
the Company, to the other Stockholders or to a third party), then the Selling
Stockholders shall refrain from effecting such transaction or transactions
unless, prior to the consummation thereof, each Stockholder other than the
Selling Stockholders shall have been afforded the opportunity to join in such
sale on a pro
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rata basis, as hereinafter provided. Any purported transfer subject to this
Section 3 not made in compliance with this Section 3 shall be void and shall not
be consummated upon the books and records of the Company.
3.2 Prior to the consummation of any transaction (including any
transaction in a series of transactions) subject to this Section 3, the Selling
Stockholders shall cause each person or persons that propose to acquire shares
of Common Stock in the transaction or series of transactions (the "Proposed
Purchasers") to offer (the "Purchase Offer") in writing to each other
Stockholder to purchase that number of shares of Common Stock from each such
other Stockholder that constitutes the same percentage of the aggregate shares
of Common Stock held by such other Stockholder as the percentage determined by
dividing the number of shares of Common Stock to be purchased from the Selling
Stockholders by the aggregate number of shares of Common Stock held by the
Selling Stockholders, at the same price per Share (the "Joining Terms"), as the
Proposed Purchaser has offered to purchase shares of Common Stock to be sold by
the Selling Stockholders. Notwithstanding the foregoing, if the Proposed
Purchasers are acquiring shares of Common Stock in a series of related
transactions, or in a single transaction or series of related transactions from
multiple Selling Stockholders, (i) the Joining Price shall be the highest of the
prices offered by any Proposed Purchaser to any Selling Stockholder in any one
of such transactions, and (ii) the other Joining Terms shall be those terms
offered by any Proposed Purchaser to any Selling Stockholder in any one of such
transactions which are most favorable to the offeree. Each Stockholder shall
have at least 30 days from the receipt of the Purchase offer in which to accept
the Purchase Offer.
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3.3 The provisions of this Section 3 shall not apply to transfers to
Permitted Transferees in accordance with Section 2.2 or to transfers by the
Stockholders to the Company pursuant to a Stock Repurchase Agreement. In the
case of shares of Common Stock held by a Stockholder subject to a Stock
Repurchase Agreement, only those shares that have vested at the time of, or that
will vest upon the consummation of, the proposed sale or other transfer may be
sold or otherwise transferred pursuant to this Section 3. In the event that a
transfer subject to this Section 3 is proposed to be made to a person other than
a Stockholder, the Selling Stockholders shall notify such person that the
transfer is subject to this Agreement and shall insure that no transfer is
consummated without compliance with this Section 3.
4 Obligation to Join in Sale
4.1 If any one or more stockholders owning, in the aggregate, in excess of
58% of the issued and outstanding shares of Common Stock as of the date hereof
(together, the "Approving Stockholders") approve any sale of the Company by
merger, consolidation, sale of the Company's assets, sale of Common Stock or
otherwise, to any person other than a Founding Stockholder or an Affiliate of a
Founding Stockholder, each of the other Stockholders hereby agree to consent to
vote for and raise no objections against such sale. If such sale is structured
as a sale of all of the outstanding Common Stock, each other Stockholder hereby
agrees to sell all of its shares of Common Stock on the terms approved by such
Approving Stockholders and to take all reasonable actions requested by such
Approving Stockholders or the purchaser in connection with the consummation of
any such sale. As consideration for the sale of such Stockholders' shares of
Common Stock, each
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Stockholder will receive for each share of Common Stock cash and the fair market
value of any non-cash consideration in the same amount as the Approving
Stockholders receive for the sale of each share of Common Stock.
4.2 If the closing of any sale of Common Stock pursuant to Section 4.1 has
not been effected within 180 days after the Approving Stockholders first approve
of such sale, the obligation of any Stockholder to participate in such sale
shall terminate and the provisions of Section 4.1 shall be reinstated.
4.3 Nothing contained in Section 4 shall obligate the Approving
Stockholders to consummate any sale of the Company hereunder, and any such sale
may be abandoned by the Approving Stockholders at any time. If any such proposed
sale is abandoned, the Approving Stockholders shall promptly send written notice
thereof to each of the other Stockholders.
5 Voting Matters.
5.1 Meetings. Each Stockholder hereby agrees to take all actions necessary
to call, or cause the Company and the appropriate officers and directors of the
Company to call, a special or annual meeting of stockholders of the Company to
implement the intent of this Agreement.
5.2 No Proxies. Each Stockholder covenants and agrees that, except for
transfers expressly permitted by, and pursuant to and in accordance with, this
Agreement, such Stockholder will have sole voting power with respect to such
Stockholder's Common Stock and will not grant any proxy with respect to such
Common Stock, enter into any voting trust or other voting agreement or
arrangement with respect to such Common Stock or grant any
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other rights to vote such Common Stock other than the agreement to vote such
Common Stock set forth herein.
6 Sale of the Company.
In the event of a proposed sale of the Company prior to the completion of
an initial public offering of the Company, the "fair market value" of the
Company shall be such value as shall be agreed upon by a two-thirds majority of
the Stockholders or, in the absence of such agreement, such value as shall be
determined by an independent investment banking firm selected by agreement of a
two-thirds majority of the Stockholders. In the absence of an agreement as to an
investment banking firm, the investment banking firm shall be chosen by the
President of the American Arbitration Association upon the request of a
two-thirds majority of the Stockholder. Such investment banking firm shall value
the Company by determining the amount a willing buyer would pay in cash to a
winning seller under no compulsion to sell for all of the shares of Common Stock
of the Company as a whole, less the estimated transaction costs that would be
incurred by a seller in connection with such a sale (including estimated
investment banking, attorneys and accounting fees). Any fee charged by the
President of the American Arbitration Association or such investment banking
firm shall be borne by the Company.
7 Termination. This Agreement shall terminate upon the earlier of: (i) the
consummation of the first firm commitment underwritten public offering pursuant
to an effective registration statement on Form S-1 under the Securities act of
1933, as amended, pursuant to which the aggregate price paid by the public for
the purchase of Common Stock
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is at least $10,000,000; or (ii) September 30, 2001 unless earlier terminated
upon the written agreement of the Company and a two-thirds majority of the
Stockholders.
8 Miscellaneous.
8.1 Injunctive Relief. Each party hereto acknowledges that it will be
impossible to measure in money the damages that would be suffered if any party
fails to comply with any of the obligations herein imposed on such party and
that in the event of any such failure, an aggrieved person will be irreparably
damaged and will not have an adequate remedy at law. Any such Person shall,
therefore, be entitled to injunctive relief and/or specific performance to
enforce such obligations, and if any action should be brought in equity to
enforce any of the provisions of this Agreement, none of the parties hereto
shall raise the defense that there is an adequate remedy at law.
8.2 Further Assurances. Each party hereto shall do and perform or cause to
be done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments, and documents as
any other party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
8.3 Governing Law. This Agreement including all matters of construction,
validity and performance, shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York without giving effect to its
conflict of law rules to the contrary.
8.4 Entire Agreement; Amendment; Waiver. This Agreement: (a) contains the
entire agreement among the parties hereto with respect to the subject matter
hereof, (b)
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supersedes all prior written agreements and negotiations and oral
understandings, if any, with respect thereto, and (c) may not be amended or
supplemented except by an instrument or counterparts thereof in writing signed
by the Company and by two-thirds majority of the Stockholders. No waiver of any
term or provision of this Agreement shall be effective unless in writing signed
by the party to be charged. The waiver by any party of a breach of any term or
provision of this Agreement shall not be construed as a waiver of any subsequent
breach.
8.5 Binding Effect. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns. The rights and obligations arising from this Agreement
shall be transferred in connection with the transfer by a Stockholder to any
Person of any shares of Common Stock in compliance with this Agreement, other
than in a registered public offering or in Rule 144 Sales, and any such Person
shall conclusively be deemed to have agreed to be bound by this Agreement.
8.6 Severability. In case any one or more of the provisions contained in
this Agreement shall,for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement and such invalid, illegal
and unenforceable provision shall be reformed and construed so that it will be
valid, legal, and enforceable to the maximum extent permitted by law.
8.7 Notice. All notices and other communications hereunder shall be in
writing, shall be sent by certified or registered mail (return receipt
requested) or by facsimile or shall be delivered by hand or by a recognized
overnight courier service and, unless otherwise
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provided herein, shall be deemed to have been given or made when delivered
against receipt or, int he case of facsimile notice, when sent, receipt
confirmed, to the party to whom such notice is to be given at its address set
forth below, or such other address for the party as shall be specified by notice
given pursuant hereto:
(a) If to the Company, to it at:
PSW Technologies, Inc.
0000 Xxxxxxxxxxx Xxxxxxx,
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Dr. W. Xxxxx Xxxx
with copies to:
Pencom Systems Incorporated
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxx, Esq.
and
Xxxxxxx, Phleger & Xxxxxxxx LLP
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxxx, Esq.
(b) If to any Stockholder, to it at:
its address in the records of the Company.
(c) If to any other Stockholder, to it at:
its address in the records of the Company.
8.8 Headings; Execution in Counterparts. The headings and captions
contained herein are for convenience of reference only and shall not control or
affect the meaning or
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construction of any provision hereof. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Stockholders Agreement has been executed by or on
behalf of each of the parties hereto as of the date first above written.
PSW TECHNOLOGIES, INC.
By: /s/ Xxx Xxxxxx
------------------------------
Name: Xxx Xxxxxx
---------------------------
Title: Senior Vice President, Operations
---------------------------------
STOCKHOLDERS
/s/ Xxxx X. Xxxxx
---------------------------------
Xxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------------
Xxxxxx X. Xxxxxx, Xx.
/s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxxx Xxxxx Xxxx
---------------------------------
Xxxxxxx Xxxxx Xxxx
/s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxxx
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SCHEDULE 1
Shares of
Name Common Stock
---- ------------
Xxxx X. Xxxxx 233 1/3
Xxxxxx X. Xxxxxx, Xx. 000 0/0
Xxxxx X. Xxxxx 233 1/3
Xxxxxxx Xxxxx Xxxx 80
Xxxxxxxx Xxxxxxx 20
TOTAL 800
