JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.1
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Adaptec, Inc., a Delaware corporation (“Adaptec”);
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership (“Steel Partners II”), Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), Steel Partners LLC, a Delaware limited liability company (“Partners LLC”), Steel Partners II GP LLC, a Delaware limited liability company
(“Steel Partners GP”), Xxxxxx X. Xxxxxxxxxxxx, Xxxx X. Xxxxxx and Xxxx X. Xxxxxx wish to form a group for the purpose of soliciting proxies or written consents to remove two directors from the Board of Directors of Adaptec (the “Board”) without cause and any person elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships prior to the effectiveness of the such proposal (the “Removal Proposal”) and for the purpose of taking all other
action necessary to achieve the foregoing.
NOW, IT IS AGREED, this 9th day of September 2009 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each
of them of statements on Schedule 13D with respect to the securities of Adaptec. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”) of (i) any of their purchases or
sales of securities of Adaptec; or (ii) any securities of Adaptec over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.
3. Each of the undersigned agrees to solicit written consents or proxies to remove two directors from the Board pursuant to the Removal Proposal and to take all other action necessary or advisable to achieve
the foregoing (the “Solicitation”).
4. Steel agrees to bear all expenses incurred in connection with the Group’s activities, including expenses incurred by any of the parties in the Solicitation. Notwithstanding the
foregoing, Steel shall not be required to reimburse any party for (i) out-of-pocket expenses incurred by a party in the aggregate in excess of $250 without Steel’s prior written approval; (ii) the value of the time of any party; (iii) legal fees incurred without Steel’s prior written approval; or (iv) the costs of any counsel, other than Xxxxxx, employed in connection with any pending or threatened litigation without Steel’s prior written approval.
5. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed
to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of Adaptec, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable
securities laws.
6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, which may be sufficiently evidenced
by one counterpart.
7. In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
8. Any party hereto may terminate his obligations under this Agreement at any time on 24 hours’ written notice to all other parties, with a copy by fax to Xxxxxx Xxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
9. Each party acknowledges that Xxxxxx shall act as counsel for both the Group and Steel.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
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STEEL PARTNERS II, L.P. | ||
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By: |
Steel Partners II GP LLC
General Partner | ||
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By: |
/s/ Xxxxxxx Xxxxxxxx | ||
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Xxxxxxx Xxxxxxxx
as Attorney-In-Fact for Xxxxxx X. Xxxxxxxxxxxx,
Managing Member | |||
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STEEL PARTNERS HOLDINGS L.P. | |||
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By: |
Steel Partners II GP LLC
General Partner | ||
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By: |
/s/ Xxxxxxx Xxxxxxxx | ||
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Xxxxxxx Xxxxxxxx
as Attorney-In-Fact for Xxxxxx X. Xxxxxxxxxxxx,
Managing Member | |||
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STEEL PARTNERS LLC | ||
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By: |
/s/ Xxxxxxx Xxxxxxxx | |
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Xxxxxxx Xxxxxxxx
as Attorney-In-Fact for Xxxxxx X. Xxxxxxxxxxxx,
Manager | ||
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STEEL PARTNERS II GP LLC | ||
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By: |
/s/ Xxxxxxx Xxxxxxxx | |
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Xxxxxxx Xxxxxxxx
as Attorney-In-Fact for Xxxxxx X. Xxxxxxxxxxxx,
Managing Member | ||
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/s/ Xxxxxxx Xxxxxxxx | |
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XXXXXXX XXXXXXXX
as Attorney-In-Fact for Xxxxxx X. Xxxxxxxxxxxx |
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/s/ Xxxx X. Xxxxxx | |
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XXXX X. XXXXXX |
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/s/ Xxxx X. Xxxxxx | |
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XXXX X. XXXXXX |
