Exhibit 3
CONTRIBUTION AGREEMENT
This Contribution Agreement (the "Agreement") is made as of October
26, 2001 by and between Berwind LLC, a Pennsylvania limited liability company
("Berwind"), and Interlogix, Inc., a Delaware corporation ("Interlogix").
Background
Berwind desires to make a capital contribution to Interlogix in the
form of 19,999 shares of common stock of Interlogix ("Common Stock") in
connection with the granting by Interlogix of shares of restricted Common Stock
to certain employees of Interlogix (the "Stock Grants").
Terms
Intending to be legally bound, the parties to this Agreement agree
as follows:
1. Berwind shall contribute to Interlogix, effective as of the date
that all the Stock Grants are made, 19,999 shares of Common Stock as a
contribution to the capital of Interlogix and without any consideration from
Interlogix therefor.
2. If, pursuant to the terms of the Stock Grants or otherwise, any
grantee of such shares of Common Stock shall forfeit his or her rights to such
shares and such shares thereby become property of Interlogix, then the shares of
Common Stock so forfeited shall be promptly transferred to Berwind by Interlogix
without any consideration therefor.
3. Berwind and Interlogix shall each take any and all actions as may
be necessary or appropriate to effect the transactions contemplated by this
Agreement.
4. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but which together shall constitute one
and the same instrument. Facsimile signatures shall be binding upon such
signatories.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
BERWIND LLC
a Pennsylvania limited liability
company
By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
Title: Senior VP-Administration
INTERLOGIX, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title:
