EARLY RETIREMENT
AGREEMENT AND RELEASE
This Early Retirement Agreement and Release (the "Agreement and
Release") is made and entered into between Xxxxx X. Xxxxxx ("Officer") and Xxxxx
& Root Corporate Services, Inc. ("BRCSI"), for and on behalf of itself and its
affiliated companies. As used herein, "Xxxxx & Root" means BRCSI and all of its
parents, subsidiary and affiliated companies. Halliburton Company
("Halliburton") is the ultimate parent company of Xxxxx & Root.
R E C I T A L S:
WHEREAS, Officer, at various times, has been an employee and officer of
Xxxxx & Root and/or trusts, committees or other entities sponsored or managed by
Xxxxx & Root or Halliburton (collectively, with Xxxxx & Root, the "Xxxxx & Root
Entities" or, individually, a "Xxxxx & Root Entity"); and
WHEREAS, Officer and Xxxxx & Root desire to set forth the terms of
Officer's continued employment, resignation and early retirement; and
WHEREAS, Officer and Xxxxx & Root desire to avoid the expense, delay
and uncertainty attendant to any claims which may arise from Officer's
resignation from Xxxxx & Root and/or any of the other Xxxxx & Root Entities, and
his early retirement; and
WHEREAS, Officer desires to release any claims or causes of action he
may have arising from or relating to his employment or service with Xxxxx & Root
or any of the Xxxxx & Root Entities; and
WHEREAS, Xxxxx & Root desires to release certain claims or causes of
action it may have arising from or relating to Officer's employment or service
with Xxxxx & Root or any of the Xxxxx & Root Entities;
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Officer and Xxxxx
& Root hereby agree:
1. Continued Employment.
During the period from the Effective Date (as hereinafter defined)
through the close of business on December 31, 1996, Officer will continue to be
employed as an employee of BRCSI. Effective September 24, 1996, Officer
voluntarily resigns as officer of Xxxxx & Root and from all other positions,
posts, offices and assignments with any Xxxxx & Root Entity, including, without
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limitation, service as a member of the Executive Committee of Halliburton and as
a trustee of the Halliburton Foundation, Inc.
2. Early Retirement.
Officer hereby voluntarily resigns from employment with Xxxxx & Root
and any other Xxxxx & Root Entity effective as of the close of business on
December 31, 1996 and Officer hereby tenders his election of early retirement as
of December 31, 1996 (the "Termination Date"). Officer hereby requests that his
early retirement be approved by the appropriate person or committee as, and to
the extent, required pursuant to applicable policy and/or any plans of Xxxxx &
Root and Halliburton in which he participates. Xxxxx & Root agrees to seek
approval or consent of Officer's retirement as an early retirement by the
appropriate person or committee which may be required under applicable policy
and/or each of the plans of Xxxxx & Root and Halliburton in which he
participates. Officer acknowledges and agrees that (i) from and after September
25, 1996, he shall have no authority to, and shall not, act as an officer of
Xxxxx & Root, or in any other capacity for any Xxxxx & Root Entity, and (ii)
from and after January 1, 1997, he shall have no authority to, and shall not,
act as an employee of any Xxxxx & Root Entity.
3. Xxxxx & Root's Obligations.
A.
Salary and Bonus. Xxxxx & Root shall pay Officer his regular salary at the rate
in effect on September 24, 1996 to the Termination Date. Xxxxx & Root shall also
pay Officer the unpaid amount of Officer's Reward for the 1995 Plan Year and the
amount of any Reward which may be payable for the 1996 Plan Year under the
Halliburton Company Annual Reward Plan (the "Annual Reward Plan"), with such
amount to be calculated as if Officer were a member of the Executive Committee
of Halliburton Company and an officer of Xxxxx & Root through December 31, 1996,
such payments to be made pursuant to the applicable Annual Reward Plan
provisions. (Defined terms used in the preceding sentence shall have the
meanings ascribed to them in the Annual Award Plan.) All such payments shall be
paid less customary withholding for taxes and applicable deductions, and shall
be subject to any elections made by Officer pursuant to the Halliburton Elective
Deferral Plan. Officer acknowledges that the payments made pursuant to this
paragraph are in full satisfaction of all wages, benefits and other compensation
owed by any of the Xxxxx & Root Entities to Officer for employment or service to
the Termination Date.
B. Early Retirement Payments. Xxxxx & Root shall pay Officer a
lump sum early retirement payment in the gross amount of $600,000, payable on
the Termination Date. Xxxxx & Root shall also pay Officer an additional lump
early retirement payment in the gross amount of $300,000, provided Officer has
complied in full with the Affiliate's Agreement dated July 2, 1996 ("Affiliate's
Agreement") previously signed by Officer, a copy of which is attached as
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Exhibit A. No part of the $300,000 early retirement payment shall be paid to
Officer if Officer violates any of the provisions of the Affiliate's Agreement.
If payment of the additional lump sum early retirement payment of $300,000 is to
be made to Officer, it shall be made as soon as administratively feasible
following the expiration of Officer's obligations under the Affiliate's
Agreement but in no event later than two weeks after that expiration.
Such payments shall be less customary withholding for taxes. In the
event that Officer is entitled to severance payments pursuant to any severance
plan or program of Xxxxx & Root that cannot be voluntarily released by Officer,
the payments set forth in this paragraph shall be offset and reduced by any such
payments.
C. Vesting of Stock. Effective with the Termination Date, all
shares of stock issued to Officer under the Halliburton Company Career Executive
Incentive Stock Plan (the "Career Plan") as to which restrictions have not
lapsed as of the Termination Date shall be retained by Officer and all
restrictions on any shares thus retained shall lapse, all pursuant to the terms
of the Officer's restricted stock agreements and the Career Plan.
D. Vesting of Stock Options. Officer's rights to the stock
options granted under the Halliburton Company 1993 Stock and Long-Term Incentive
Plan (the "Stock and Long-Term Incentive Plan") shall be governed by the express
terms of the respective stock option agreements, which are dated February 14,
1996, January 31, 1995, February 16, 1994, and May 18, 1993, and Officer may
exercise such options, if at all, as permitted by such stock option agreements
and for the length of time as permitted by such stock option agreements for an
employee whose employment with Xxxxx & Root has terminated by reason of early
retirement with the consent of the Committee administering the Stock and
Long-Term Incentive Plan or its delegate.
E. Participation in Retiree Medical Plan. Officer shall be
eligible to participate in the Halliburton Retiree Medical Plan under the same
terms and conditions as other Xxxxx & Root early retirees.
F. SERP Contribution. The sum of $600,000 shall be contributed
to Officer's Deferred Compensation Account in the Halliburton Company Senior
Executives' Deferred Compensation Plan (the "SERP") as of the end of the 1996
allocation year. Upon approval of the administrative committee appointed to
administer the SERP, Officer shall receive the amounts in the accounts under the
SERP in monthly installments over a period of ten years with such payments to
commence in accordance with the terms of the SERP. Thereafter, the terms and
conditions of the SERP shall govern Officer's rights and obligations with
respect to all amounts in the SERP.
G. TOP FLEX Plan. Xxxxx & Root shall pay Officer any remaining
TOP FLEX balance as of the Termination Date, subject to the terms of the TOP
FLEX Plan.
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H. Continuing Participation in Benefit Plans. Except as
otherwise specified in the preceding paragraphs, from and after the Termination
Date, Officer shall be entitled to receive the benefits to which he is entitled
under any employee pension or welfare benefit plan of Xxxxx & Root or
Halliburton according to its terms. In the event of any change in or
modification of any employee pension or welfare benefit plan after the
Termination Date, including changes, if any, that may effect reduction or
termination of benefits, Officer and any beneficiaries through him in such plan
or plans will be subject to such changes and modifications on the same terms and
conditions as all other participants or beneficiaries, except as to benefits in
which Officer is fully vested at the time of his termination of employment.
I. Reimbursement For Office Rental. Beginning in January 1997,
Xxxxx & Root shall pay to Officer $1,250 a month for office expenses for a
period of twenty-four months. This payment is to be sent via regular mail to
Officer's last known address by no later than the tenth of each month, unless
otherwise agreed to in writing by Officer and Xxxxx & Root.
J. Indemnification of Officer. Xxxxx & Root, on behalf of
itself, its officers, directors, and shareholders ("Releasing Group") agrees to
and shall indemnify and hold harmless Officer, his agents, heirs, successors,
and representatives, from and against any and all claims, losses, damages,
causes of action, suits, and liability of every kind, including all expenses of
litigation, administrative proceedings, investigations, court costs, attorneys'
fees and expenses, for injury to or death of any person, or for damage to any
property, arising out of or in connection with the work done by Officer in the
course of his employment with Releasing Group. Such indemnity shall apply where
the claims, losses, damages, causes of action, suits, or liabilities arise in
whole or in part from the negligence of Officer. It is the expressed intention
of the parties hereto, both Officer and the Releasing Group, that the indemnity
provided for in this paragraph is indemnity by Releasing Group to indemnify and
protect Officer from the consequences of his own negligence, whether that
negligence is the sole or concurring cause of the injury, death, or damage.
K. Approval by Compensation Committee. This Agreement and
Release and Officer's retirement as an early retirement is subject to and
contingent upon the approval of such actions by the Compensation Committee of
the Board of Directors of Halliburton Company (the "Compensation Committee").
Xxxxx & Root agrees to present this Agreement and Release and Officer's request
for early retirement to the Compensation Committee for approval and shall use
its best efforts to obtain such approvals; provided, however, that the approval
of Officer's retirement as an early retirement shall be subject to Officer's
execution and delivery on the Termination Date of the separate release as called
for under Paragraph 11 hereof. Execution of this Agreement and Release by BRCSI
shall be conclusive evidence that such approvals have been obtained.
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4. Prior Rights and Obligations. This Agreement and Release
extinguishes all rights, if any, which Officer may have, and obligations, if
any, which any of the Xxxxx & Root Entities may have, contractual or otherwise,
relating to the employment or resignation from employment of Officer with Xxxxx
& Root or any of the other Xxxxx & Root Entities.
Notwithstanding the foregoing provisions of this Paragraph 4, nothing
in this Agreement and Release shall be interpreted or applied in such a manner
as to limit, extinguish, or otherwise adversely affect Officer's rights and the
obligations of any of the Xxxxx & Root Entities under the Stock and Long-Term
Incentive Plan, the Career Plan, the SERP, the TOP FLEX Plan, or the Halliburton
Elective Deferral Plan. Similarly and notwithstanding the foregoing provisions
of this Paragraph 4, this Agreement and Release does not affect any rights that
Officer may have under any qualified plan.
5. Expenses. Officer shall, within thirty (30) days of the Termination
Date, submit all actual, reasonable and customary expenses incurred by him in
the course of his employment with proper documentation, which, upon
verification, Xxxxx & Root shall reimburse promptly in accordance with Xxxxx &
Root's reimbursement policy. Officer acknowledges and agrees that he has no
authority to incur any expenses after the Termination Date which are not
authorized by this Agreement and Release, and further agrees that Xxxxx & Root
shall have no obligation to reimburse expenses not submitted within the time set
forth above or incurred after the Termination Date which are not authorized by
this Agreement and Release.
6. Company Assets. Officer hereby represents and warrants that he has
no claim or right, title or interest in any property designated on any of the
Xxxxx & Root Entities' books as the property or assets of any of the Xxxxx &
Root Entities. On or before the Termination Date, he shall deliver to Xxxxx &
Root any such property in his possession or control, including, without
limitation, any credit cards furnished by Xxxxx & Root Entities for his use.
7. Proprietary and Confidential Information. In accordance with
Officer's existing and continuing obligations, Officer agrees and acknowledges
that the various Xxxxx & Root Entities have developed and own valuable
information which is confidential, unique and specific to the Xxxxx & Root
Entities ("Proprietary and Confidential Information") and which includes without
limitation financial data, marketing plans, current business and implementation
plans, and market surveys related to the past, present or currently planned
business of various of the Xxxxx & Root Entities. Except as may be required by
law, Officer agrees that he will not at any time disclose to others, permit to
be disclosed, use, permit to be used, copy or permit to be copied, any such
Proprietary and Confidential Information (whether or not developed by Officer)
without prior written consent of the Chief Executive Officer of Xxxxx & Root,
Inc. Except as may be required by law, Officer further agrees to maintain in
confidence any proprietary and confidential information of third parties
received or of which he has knowledge as a result of his employment. The
prohibitions of this Paragraph 7 shall not apply, however, to information in the
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public domain (but only if the same becomes part of the public domain through a
means other than a disclosure prohibited hereunder) or to information which is
generally known in the industries in which the Xxxxx & Root Entities compete.
Notwithstanding the foregoing provisions of this Paragraph 7, nothing in this
Agreement and Release shall prohibit Officer from being employed as an employee
or consultant by a competitor of the Xxxxx & Root Entities.
8. Documents. Officer agrees to leave in his office or deliver to Xxxxx
& Root at the termination of his employment all correspondence, memoranda,
notes, records, data or information, analysis, or other documents and all copies
thereof, made, composed or received by Officer, solely or jointly with others,
and which are in Officer's possession, custody or control and which are related
in any manner to the past, present or anticipated business of any of the Xxxxx &
Root Entities. In this regard, Officer hereby grants and conveys to Xxxxx & Root
all right, title and interest in and to, including without limitation, the right
to possess, print, copy, and sell or otherwise dispose of, any reports, records,
papers, summaries, photographs, drawings, data, information or other documents
in writing, and copies, abstracts or summaries thereof, which may have been
prepared by Officer or under his direction or which may have come into his
possession in any way during the term of his employment with any of the Xxxxx &
Root Entities which related in any manner to past, present or anticipated
business of any of the Xxxxx & Root Entities. Notwithstanding the foregoing
provisions of this Paragraph 8, nothing in this Agreement and Release shall
operate to preclude Officer from maintaining possession of personal
correspondence, commendation letters, photographs, awards, and the like, and
published documents like proxy statements.
9. Cooperation. Officer shall cooperate with the Xxxxx & Root Entities
to the extent reasonably required in all matters relating to the winding up of
his pending work on behalf of any Xxxxx & Root Entity and the orderly transfer
of any such pending work as designated by Xxxxx & Root. Officer shall take such
further action and execute any such further documents as may be reasonably
necessary or appropriate in order to carry out the provisions and purposes of
this Agreement and Release. Officer will provide such cooperation hereunder at
such times and in such locations as are reasonably convenient and agreeable to
Officer and Xxxxx & Root. Xxxxx & Root agrees that, if it requests Officer to
devote any time greater than one hour to such request for information after the
Termination Date, it shall compensate Officer for his time at a reasonable and
mutually agreeable rate.
10. Officer's Representation. Officer represents, warrants and agrees
that he has not filed any claims, appeals, complaints, charges or lawsuits
against any of the Xxxxx & Root Entities or their respective employees,
officers, directors, shareholders, agents and representatives (collectively,
including Xxxxx & Root, the "Xxxxx & Root Parties") with any governmental agency
or court and that he will not file or permit to be filed or accept benefit from
any claim, complaint or petition filed with any court by him or on his behalf at
any time hereafter; provided, however, this shall not limit Officer from
enforcing his rights under this Agreement and Release. Further, Officer
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represents and warrants that no other person or entity has any interest in, or
assignment of, any claims or causes of action he may have against any Xxxxx &
Root Party and which he now releases in their entirety.
11. Releases. Officer agrees to release, acquit and discharge and does
hereby release, acquit and discharge Xxxxx & Root, all Xxxxx & Root Entities,
and all Xxxxx & Root Parties, collectively and individually, from any and all
claims and from any and all causes of action, of any kind or character, whether
now known or not known, he may have against any of them, including, but not
limited to, any claim for benefits, compensation, costs, damages, expenses,
remuneration, salary, or wages; and all claims or causes of action arising from
his employment, termination of employment, or any alleged discriminatory
employment practices, including but not limited to any and all claims or causes
of action arising under the Age Discrimination in Employment Act, as amended, 29
U.S.C. ss. 621, et seq. ("ADEA") and any and all claims or causes of action
arising under any other federal, state or local laws pertaining to
discrimination in employment or equal employment opportunity; except that the
parties agree that Officer's release, acquittal and discharge shall not relieve
Xxxxx & Root from its obligations under this Agreement and Release. This release
also applies to any claims brought by any person or agency or class action under
which Officer may have a right or benefit.
In the event that the Effective Date of this Agreement and Release
occurs before Officer's Termination Date, as a condition precedent to Xxxxx &
Root's and Halliburton's obligations to consent to Officer's early retirement,
pay the early retirement payment, make the SERP contribution, approve the
vesting of Officer's restricted stock and provide any other benefits called for
under Section 3 above which would not otherwise be payable or receivable in the
absence of this Agreement and Release, Officer agrees to execute and deliver on
the Termination Date a separate release, containing language substantially
similar to that set forth in the preceding paragraph, in order to release any
claims that may arise between the Effective Date and the Termination Date.
Xxxxx & Root and all Xxxxx & Root Entities, collectively and
individually, agree to release, acquit and discharge and do hereby release,
acquit and discharge Officer from any and all claims and from any and all causes
of action, of any kind or character, whether now known or not known, Xxxxx &
Root and the Xxxxx & Root Entities may have against Officer; except that the
parties agree that Xxxxx & Root's and the Xxxxx & Root Entities' release,
acquittal and discharge shall not apply to any cause of action arising out of
conduct of the Officer that constitutes fraud or criminal acts or to any causes
of action that Officer fraudulently concealed from Xxxxx & Root or the Xxxxx &
Root Entities.
12. No Admissions. Officer expressly understands and agrees that the
terms of this Agreement and Release are contractual and not merely recitals and
that the agreements herein and consideration paid is to compromise doubtful and
disputed claims, avoid litigation, and buy peace, and that no statement or
consideration given shall be construed as an admission of any claim by any Xxxxx
& Root Party, all such admissions being expressly denied. Moreover, neither this
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Agreement and Release nor anything in this Agreement and Release shall be
construed to be or shall be admissible in any proceeding as evidence of or an
admission by Xxxxx & Root of any violation of its policies, procedures, state or
federal laws or regulations. This Agreement and Release may be admitted into
evidence, however, in any proceeding to enforce the Agreement and Release. The
parties agree that, should either or both intend to introduce this document into
evidence in such a proceeding, that they will first jointly petition the Court
to admit the document into evidence under an order protecting its
confidentiality to the greatest extent reasonably possible under the applicable
laws and rules of procedure.
13. Enforcement of Agreement and Release and Dispute Resolution. No
waiver or nonaction with respect to any breach by the other party of any
provision of this Agreement and Release, nor the waiver or nonaction with
respect to any breach of the provisions of similar agreements with other
employees shall be construed to be a waiver of any succeeding breach of such
provision, or as a waiver of the provision itself. Should any provisions hereof
be held to be invalid or wholly or partially unenforceable, such holdings shall
not invalidate or void the remainder of this Agreement and Release. Portions
held to be invalid or unenforceable shall be revised and reduced in scope so as
to be valid and enforceable, or, if such is not possible, then such portion
shall be deemed to have been wholly excluded with the same force and effect as
if they had never been included herein.
It is the mutual intention of the parties to have any disputes
concerning this Agreement and Release resolved out of court. Accordingly, the
parties agree that any such dispute shall, as the sole and exclusive remedy, be
submitted for resolution through the Xxxxx & Root Dispute Resolution Program.
The parties each recognize that in the event any breach of this Agreement and
Release is alleged against one of the parties, the other party shall be
entitled, if it so elects, to institute and prosecute proceedings related to
such alleged breach through the Xxxxx & Root Dispute Resolution Program. The
parties agree that such resolution of any dispute through the program shall be
binding and final.
14. Choice of Law. This Agreement and Release shall be governed by and
construed and enforced, in all respects, in accordance with the law of the State
of Texas, without regard to principles of conflict of law, unless preempted by
federal law, in which case federal law shall govern, except that the Federal
Arbitration Act shall govern in all respects with regard to the resolution of
disputes hereunder.
15. Merger. This Agreement and Release supersedes, replaces and merges
all previous agreements and discussions relating to the same or similar subject
matters between Officer and Xxxxx & Root and constitutes the entire agreement
between Officer and Xxxxx & Root with respect to the subject matter of this
Agreement and Release. This Agreement and Release may not be changed or
terminated orally, and no change, termination or waiver of this Agreement and
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Release or any of the provisions herein contained shall be binding unless made
in writing and signed by all parties, and in the case of Xxxxx & Root, by an
authorized officer of BRCSI.
16. Confidentiality. Officer agrees that, following execution of this
Agreement and Release, he will not disclose the terms thereof or the
consideration for it received from Xxxxx & Root, to any other person, except
Officer's spouse, attorney or financial advisors, and, only on the condition
that such other person agrees to keep such information strictly confidential.
The foregoing obligations of confidentiality shall not apply to information that
is required to be disclosed as a result of any applicable law, rule or
regulation of any governmental authority or any court. Notwithstanding the
foregoing provisions of this Paragraph 16, this Agreement and Release does not
preclude Officer from revealing to prospective or subsequent employers or
business associates his legal obligations to Xxxxx & Root as contained in
Paragraph 7 of this Agreement and Release.
17. ADEA Rights. Officer acknowledges and agrees:
(a) that he has at least twenty-one days to review
this Agreement and Release before accepting;
(b) that he has been advised in writing by Xxxxx &
Root to consult with an attorney regarding the terms
of this Agreement and Release;
(c) that, if he accepts this Agreement and Release,
he has seven days following the execution of this
Agreement and Release to revoke this Agreement and
Release.
18. Agreement and Release Voluntary. Officer acknowledges and agrees
that he has carefully read this Agreement and Release and understands that,
except as expressly reserved herein, it is a release of all claims, known and
unknown, past or present including all claims under the Age Discrimination in
Employment Act. He further agrees that he has entered into this Agreement and
Release for the above stated consideration. He warrants that he is fully
competent to execute this Agreement and Release which he understands to be
contractual. He further acknowledges that he executes this Agreement and Release
of his own free will, after having a reasonable period of time to review, study
and deliberate regarding its meaning and effect, and after being advised to
consult an attorney, and without reliance on any representation of any kind or
character not expressly set forth herein. Finally, he executes this Agreement
and Release fully knowing its effect and voluntarily for the consideration
stated above.
19. Effective Date. The Effective Date shall be 10 days after the
execution of this Agreement and Release by Officer and BRCSI provided Officer
has not exercised his right of revocation pursuant to Paragraph 17(c) above.
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20. Headings. The section headings contained herein are for the
purpose of convenience only and are not intended to define or limit the contents
of such sections.
IN WITNESS WHEREOF, the parties have caused this Agreement and Release
to be executed in multiple counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
11/5/96 /s/ X. X. Xxxxxx
----------------- -------------------------------------
Date XXXXX X. XXXXXX
The undersigned is an officer of
Xxxxx & Root Corporate Services, Inc.
and is authorized to execute this
Agreement and Release on behalf of
Xxxxx & Root Corporate Services, Inc.
and Xxxxx & Root.
XXXXX & ROOT CORPORATE SERVICES, INC.
11/6/96 By: /s/ Xxxxx X. Xxxxx
----------------- -------------------------------------
Date Name: Xxxxx X. Xxxxx
Title: President and Chief Executive
Officer
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EXHIBIT A
AFFILIATE'S AGREEMENT
July 2, 1996
Halliburton Company
0000 Xxxxxxx Xxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Ladies and Gentlemen:
The undersigned has been advised that, as of the date hereof, the
undersigned may be deemed to be an "affiliate" of Halliburton Company, a
Delaware corporation (the "Acquiror"), as that term is defined in the
Regulations of the Commissions under the Securities Act.
The undertakings contained in this Affiliate's Agreement are being
given by the undersigned in connection with that certain Agreement and Plan of
Merger by and among Acquiror, Halliburton Acq. Company, a newly formed Delaware
corporation and a wholly-owned Subsidiary of Acquiror ("Newco"), and Landmark
Graphics Corporation, a Delaware corporation (the "Company") dated as of June
30, 1996 (the "Merger Agreement"), providing for, among other things, the merger
of the Company with and into Newco (the "Merger"). Capitalized terms used but
not defined herein are defined in Annex A to the Merger Agreement and are used
herein with the same meanings as ascribed to them therein.
The undersigned understands that the Merger will be treated for
financial accounting purposes as a "pooling of interests" in accordance with
generally accepted accounting principles and that the staff of the Commission
has issued certain guidelines that should be followed to ensure the application
of pooling of interests accounting to the transaction.
In consideration of the agreements contained herein, the Acquiror's
reliance on this letter in connection with the consummation of the Merger and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby represents, warrants and agrees
that the undersigned will not make any sale, transfer or other disposition of
(i) Company Common Stock during the period from the date hereof until the
earlier of the Effective Time and the termination of the Merger Agreement (which
period, if the Merger is consummated, will be greater than thirty (30) days) or
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(ii) Acquiror Common Stock owned by the undersigned until such time as financial
statements that include at least thirty (30) days of combined operations of the
Company and the Acquiror after the Merger shall have been publicly reported,
unless the undersigned shall have delivered to the Acquiror, prior to any such
sale, transfer or other disposition, a written opinion from Xxxxxx Xxxxxxxx LLP,
independent public accountants for the Acquiror, or a written no-action letter
from the accounting staff of the Commission, in either case in form and
substance reasonably satisfactory to the Acquiror, to the effect that such sale,
transfer or other disposition will not cause the Merger not to be treated as a
"pooling of interests" for financial accounting purposes in accordance with
generally accepted accounting principles and the Regulations of the Commission.
If you are in agreement with the foregoing, please so indicate by
signing below and returning a copy of this letter to the undersigned, at which
time this letter shall become a binding agreement between us.
Very truly yours,
By: /s/ X. X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
Title: President and
Chief Executive Officer
Date: July 9, 1996
Address: Xxxxx & Root, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
ACCEPTED this 10th day
of July, 0000
XXXXXXXXXXX COMPANY
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President and Secretary
