EXHIBIT 99.12
AGREEMENT
This Agreement, dated as of October 21, 2005 ("Agreement"), is by and
among X. Xxxxxxxx, Inc., a Delaware corporation (the "Company"), and the other
persons and entities that are signatories hereto (collectively, the "Barington
Group," and each, individually, a "member" of the Barington Group) which are or
may be deemed to be members of a "group" with respect to the common stock of the
Company, par value $1.00 per share (the "Common Stock"), pursuant to Rule 13d-5
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
WHEREAS, the Barington Group (i) has publicly stated that it intends to
solicit proxies for the election of its own opposition slate of nominees (the
"Proxy Solicitation") for election to the Company's board of directors (the
"Board") at the 2005 annual meeting of stockholders of the Company (the "2005
Annual Meeting") and (ii) has taken certain actions in furtherance thereof; and
WHEREAS, the Company and the members of the Barington Group have
determined that the interests of the Company and its stockholders would be best
served by, among other things, avoiding the substantial expense and disruption
that would result from the Proxy Solicitation;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
1. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Barington Group that (i) this Agreement has been
duly authorized, executed and delivered by the Company, and is a valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws generally affecting the rights of creditors and subject to general
equity principles; and (ii) neither the execution of this Agreement nor the
consummation of any of the transactions contemplated hereby nor the fulfillment
of the terms hereof, in each case in accordance with the terms hereof, will
conflict with, result in a breach or violation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to the terms of any indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which the Company or any of its
subsidiaries is a party or bound or to which its or their property is subject.
2. Representations and Warranties of the Barington Group. Each member of
the Barington Group represents and warrants to the Company that (i) this
Agreement has been duly authorized, executed and delivered by such member, and
is a valid and binding obligation of such member, enforceable against such
member in accordance with its terms, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws generally affecting the rights
of creditors and subject to general equity principles; and (ii) as of the date
of this Agreement, the Barington Group and its members' respective Affiliates
and Associates currently own in the aggregate 2,684,495 shares of Common Stock
(the "Barington Group Shares").
3. Barington Letter. The Barington Group hereby withdraws its letter dated
October 7, 2005 to the Secretary of the Company providing Notice to the
Secretary of the intention of Barington Companies Equity Partners, L.P. to
nominate persons for election as directors at the 2005 Annual Meeting (the
"Barington Letter").
4. Tender Offer. Subject to the conditions set forth in this Section 4,
the Company shall effect and consummate a self-tender offer (the "Self-Tender
Offer") pursuant to which the Company shall purchase for cash 8,750,000 shares
("Shares") of Common Stock at a per share price of no less than twenty dollars
($20) (subject to proportional adjustment for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock). The parties acknowledge that in order to complete the Self-Tender Offer,
(i) the Company will need to obtain funds sufficient to pay for the Shares from
sources within the United States which shall include, without limitation,
Company resources and credit facilities, including the Company's revolving
credit facility pursuant to that certain Credit Agreement, dated as of August
20, 2004, between the Company and the other parties thereto or any refinancing
thereof; and (ii) after giving effect to the Self-Tender Offer, the Company must
be in compliance with the Note Purchase Agreement, dated as of August 1, 1999,
between the Company and the parties thereto listed on the signature page thereof
(the "Note Purchase Agreement") or the Company must refinance the Notes (as
defined in the Note Purchase Agreement). The Company shall use its reasonable
best efforts to satisfy each of the foregoing conditions as soon as practicable,
it being the objective that the Company complete the Self-Tender Offer no later
than December 20, 2005.
5. Board Matters.
(a) Concurrently with the execution of this Agreement, (i) the size of the
Board shall be increased so that it is comprised of twelve (12) directors and
Xx. Xxxxx Xxxxxxxxxxx ("Xxxxxxxxxxx") shall be appointed as a member of the
Board, to serve as a Class III director until the expiration of the term of such
Class at the Company's 2007 annual meeting of stockholders.
(b) Within thirty (30) days of the date hereof, a second director (the
"Second Director") shall be appointed to serve as a Class I director. If the
Second Director is appointed prior to the time the Company mails its annual
proxy statement for the Company's 2005 Annual Meeting in accordance with Section
6(d) hereof, the Second Director will serve until the expiration of the term of
such Class at the Company's 2005 Annual Meeting and the Company will include the
Second Director for election as a director at the Company's 2005 Annual Meeting
in accordance with Section 5(d) hereof. If the Second Director is not identified
until after the time that the Company mails its annual proxy statement for the
2005 Annual Meeting, the Company shall appoint the Second Director to serve,
effective immediately following the 2005 Annual Meeting, until the expiration of
the term of the Class I directors at the Company's 2008 Annual Meeting.
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The Second Director shall be chosen during such thirty (30) day period by the
Board, through its Nominating and Corporate Governance Committee, following the
identification of a candidate reasonably acceptable to the Company and the
Barington Group. The Second Director shall qualify as an "Independent Director"
(as defined below) of the Company. In addition, the Second Director shall be an
individual that the Company and the Barington Group reasonably believe does not
have a relationship with the Barington Group that would impair the independence
of such director in carrying out the responsibilities of a director of the
Company. As used in this Agreement, the term "Independent Director" shall be as
defined in the Marketplace Rules of the National Association of Securities
Dealers, Inc.
(c) The Board shall take all action necessary to appoint Xxxxxxxxxxx to
serve on the Executive Committee and the Second Director to serve on one of the
other three committees of the Board (i.e. the Audit Committee, the Compensation
Committee or the Nominating and Corporate Governance Committee), in each case
for the duration of the Standstill Period (as defined below); provided that
Xxxxxxxxxxx or the Second Director, as the case may be, is then qualified to
serve on any such committee under applicable legal requirements and listing
standards.
(d) Subject to the provisions of Section 5(b) hereto, the Company agrees
to include the Second Director in the Board's slate of nominees for election as
a director of the Company, and use its reasonable best efforts to cause the
election of the Second Director at the 2005 Annual Meeting (including without
limitation recommending that the Company's stockholders vote in favor of the
Second Director's election). If at anytime during the Standstill Period there
shall occur a vacancy in the Board seat previously occupied by Xxxxxxxxxxx or
the Second Director by reason of resignation, removal, death or incapacity of
either of them, then the Company shall take all necessary action to fill such
vacancy by a person nominated by the Barington Group having reasonably
appropriate business experience and background, and in the case of the Second
Director, a person who also meets the qualifications of the Second Director set
forth in Section 5(b) above.
6. Corporate Governance.
(a) At the first meeting of the Board after the date of this Agreement,
which shall take place no later than the later of December 8, 2005 and the
annual meeting of directors on the day of the 2005 Annual Meeting (the "Next
Board Meeting"), the Independent Directors of the Board shall elect one such
director to be a lead Independent Director and shall cause the Independent
Directors of the Board to hold regular meetings (no less frequently than
quarterly). The lead Independent Director shall: (i) work closely with the
chairman of the Board with regard to approving the information presented to the
Board and approving meeting agendas and meeting schedules; (ii) chair meetings
of the Board in the absence of the chairman of the Board; (iii) oversee meetings
of the Independent Directors of the Board; (iv) serve as the principal liaison
between the Independent Directors of the Board and the chairman of the Board;
(v) take a leading role in the Board evaluation process; and (vi) have the
authority to call meetings of the Independent Directors of the Board.
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(b) At the Next Board Meeting, the Company shall cause the Rights
Agreement, dated as of January 12, 1996, between the Company and Society
National Bank, as Rights Agent (the "Rights Agreement") to be amended to include
a "TIDE provision." The TIDE provision shall (i) be on such terms as shall be
reasonably acceptable to the Barington Group, (ii) require a committee of the
Board composed of Independent Directors to meet not less than once every three
years to review the terms and conditions of the Rights Agreement, including
whether the termination or modification of the Rights Agreement is in the best
interest of the Company and its stockholders, and to make a recommendation based
on such review to the Board, and (iii) provide that the first such meeting of
Independent Directors shall take place no later than one hundred twenty (120)
days after the date hereof. In the event that the Rights Agreement terminates or
is terminated during the Standstill Period, any successor rights agreement
adopted by the Company during the Standstill Period shall include a TIDE
provision to substantially the same effect.
(c) At the 2005 Annual Meeting, the Company and the Board shall recommend
to its stockholders that the Company's Certificate of Incorporation be amended
to delete in its entirety Article SEVENTEENTH. The Company shall (i) include
this proposal in its proxy statement for the 2005 Annual Meeting and shall take
such other action as may be required to ensure that this proposal is properly
submitted to a vote of the stockholders of the Company during the 2005 Annual
Meeting, (ii) use its reasonable best efforts to obtain the requisite approval
of the proposal by the stockholders of the Company and (iii) cause the Company's
Certificate of Incorporation to be promptly amended to effect such change after
the date of the 2005 Annual Meeting if the proposal is approved by the
stockholders of the Company.
(d) The 2005 Annual Meeting shall be held no later than December 8, 2005;
provided that the Company may delay the date of the 2005 Annual Meeting to a
date no later than the later of (i) December 16, 2005, in the event that the
Company's counsel determines such delay is necessary or advisable in order to
comply with paragraph (c) of this Section 6 and (ii) the first business day that
is 30 calendar days after the date a definitive proxy statement is mailed to
stockholders; provided, however, that the Company shall file a preliminary proxy
statement with the SEC no later than October 28, 2005, shall respond to any
comments by the staff of the SEC as expeditiously as possible and shall mail the
definitive proxy statement immediately after resolving all comments of the SEC.
No other adjournments, postponements, reschedulings or continuations of the 2005
Annual Meeting shall be permitted without the written consent of the Barington
Group.
7. Improvement in Operations and Profitability.
(a) The Company will work together with representatives of the Barington
Group in good faith to create a mutually acceptable business plan (the "Business
Plan") to improve the Company's operations and profitability within an agreed
upon time frame. The representatives of the Barington Group shall be provided
access to information and personnel of the Company in order to enable them to
participate fully in the creation of the Business Plan. The Business Plan
adopted by the Company shall be mutually agreed upon by the Company and the
representatives of the Barington Group. The Business Plan will include, without
limitation, measures to:
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i. Return the North American operations to pre-tax profitability;
ii. Reduce the Company's effective income tax rates;
iii. Reduce the Company's working capital;
iv. Reduce the Company's selling, general and administrative
expenses; and
v. Improve the Company's gross margins.
(b) The Company and representatives of the Barington Group shall commence
work on the Business Plan as soon as practicable, and the Business Plan shall be
completed and adopted by the Board no later than 90 days from the date hereof,
and promptly thereafter implemented by the Company.
(c) Upon completion of the Business Plan, the Company shall issue a press
release disclosing a summary of the Business Plan to the Company's stockholders.
8. Standstill Period.
(a) Each member of the Barington Group agrees that, from the date of this
Agreement until the earlier of December 15, 2007 and the Company's 2007 annual
meeting of stockholders (such period, the "Standstill Period"), without the
prior written consent of the Board specifically expressed in a written
resolution adopted by a majority vote of the entire Board, neither it nor any of
its Affiliates or Associates under its control or direction will, and it will
cause each of its Affiliates and Associates under its control not to, directly
or indirectly, in any manner: (i) propose or publicly announce or otherwise
disclose an intent to propose or enter into or agree to enter into, singly or
with any other person, directly or indirectly, (x) any form of business
combination or acquisition or other transaction relating to a material amount of
assets or securities of the Company or any of its subsidiaries or (y) any form
of restructuring, recapitalization or similar transaction with respect to the
Company or any of its subsidiaries; (ii) acquire, offer or propose to acquire
any securities (or beneficial ownership thereof), or rights or options to
acquire any securities (or beneficial ownership thereof) of the Company, (iii)
effect any tender offer or exchange offer, merger, acquisition or other business
combination involving the Company or any of its subsidiaries; (iv) engage in any
solicitation of proxies or consents to vote any voting securities of the Company
or become a participant in any election contest with respect to the Company; (v)
seek to influence any person with respect to the voting or disposition of any
securities of the Company; provided, however, that any member of the Barington
Group and any Affiliate or Associate of any such member may disclose, publicly
or otherwise, how it intends to vote or act with respect to any securities of
the Company and the reasons therefor; (vi) demand a copy of the Company's list
of stockholders or its other books and records; (vii) form, join or in any way
participate in a "group" (as defined under the Exchange Act) with respect to the
Company, except that nothing contained herein shall prohibit members of the
Barington Group or their Affiliates and Associates from (x) participating in a
group to the extent such group currently exists or (y) adding its Affiliates or
Associates to such group; (viii) otherwise act, alone or in concert with others,
to seek to control or influence the management, the Board or
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policies of the Company or initiate or take any action to obtain representation
on the Board, except as permitted expressly by this Agreement; (ix) take any
action that is designed to require the Company to make a public announcement
regarding its strategic alternatives; or (x) enter into any agreements with any
third party with respect to any of the foregoing, except in each case, as
contemplated by this Agreement. The foregoing notwithstanding:
(A) any member of the Barington Group and any Affiliate or
Associate of any such member may (1) transfer Barington Group Shares to
or acquire Barington Group Shares from, any other member of the
Barington Group or any other Affiliate or Associate of the foregoing,
or (2) acquire additional shares of Common Stock from any party so long
as after the acquisition of such additional shares the Barington Group
and its Affiliates and Associates do not own in the aggregate at any
time during the Standstill Period more than (x) prior to the
consummation of the Self-Tender Offer, the number of shares of Common
Stock in the aggregate owned by all the members of the Barington Group
and their Affiliates and Associates as of the date of this Agreement
and (y) following consummation of the Self-Tender Offer, the number of
shares of Common Stock in the aggregate owned by all the members of the
Barington Group and their Affiliates and Associates as of the date of
this Agreement less (i) the number of shares of Common Stock purchased
by the Company from all of the members of the Barington Group and their
Affiliates and Associates in the Self-Tender Offer (the "Barington
Group Purchased Shares") plus (ii) so long as the Barington Group
Purchased Shares equals at least 20% of the number of shares of Common
Stock in the aggregate owned by all the members of the Barington Group
and their Affiliates and Associates as of the date of this Agreement,
25% of the Barington Group Purchased Shares;
(B) nothing contained in this Agreement shall limit any member of
the Barington Group or the Associates or Affiliates of such member from
taking any of the actions otherwise prohibited in this Agreement in
connection with the 2007 annual meeting of stockholders of the Company,
including without limitation, nominating directors or soliciting
proxies for the election of directors or other purposes, requesting a
shareholder list and related information, making public filings or
announcements or taking any other action, in each case, related to the
solicitation of proxies at the 2007 annual meeting of stockholders of
the Company; and
(C) the provisions of this Section 8 shall not limit in any
respect the actions of any director of the Company in his or her
capacity as such, recognizing that such actions are subject to such
director's fiduciary duties to the Company and its stockholders.
(b) As used in this Agreement, the terms "Affiliate" and "Associate" shall
have the respective meanings set forth in Rule 12b-2 promulgated by the SEC
under the Exchange Act; the terms "beneficial owner" and "beneficial ownership"
shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC
under the Exchange Act; and the terms "person" or "persons" shall mean any
individual, corporation (including not-for-profit), general or limited
partnership, limited liability company, joint venture, estate, trust,
association, organization or other entity of any kind or nature.
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(c) (i) In the event that the Company is in material breach of its
obligations under this Agreement, including, without limitation, a failure to
comply in any material respect with the provisions of Section 4 through 7 of
this Agreement, and such material breach is not cured within 30 days after
notice thereof to the Company by the Barington Group, then in addition to any
other remedies that the members of the Barington Group may have, the provisions
of paragraph (a) of this Section 8 shall also terminate.
(ii) Notwithstanding anything in this Section 8 to the contrary,
the Standstill Period shall terminate:
(A) on April 30, 2006 if the Self-Tender Offer has not been
consummated by such date; or
(B) so long as the Barington Group has cooperated and been
reasonable in identifying a candidate to serve as the
Second Director in accordance with Section 5 hereof, on
December 21, 2005, if the Second Director has not been
appointed to the Board by such date; provided that the
Standstill Period shall re-commence if the Second
Director is appointed to the Board on or prior to
February 21, 2006.
9. Strategic Alternatives. The parties acknowledge that the Company has
retained Credit Suisse First Boston ("CSFB") to provide services to the Board.
The Company agrees that, consistent with the directors' fiduciary obligations to
the Company and its stockholders, the Board shall instruct CSFB to (a) speak
with third parties who approach CSFB to express interest in presenting strategic
alternatives to the Board, (b) assess the viability of any such strategic
alternatives and (c) regularly present updates thereof to the Board. The CSFB
engagement will be announced in the joint press release to be issued by the
Company and the Barington Group pursuant to Section 12 of this Agreement.
10. Confidentiality. The members of the Barington Group (each, a
"Recipient") each acknowledge the confidential and proprietary nature of the
Confidential Information (as defined below) and agree that the Confidential
Information (a) will be kept confidential by Recipient and Recipient's
Representatives and (b) will not be disclosed by Recipient (except to other
Recipients and their Affiliates and Associates and such person's Representatives
to the extent contemplated by this Agreement) or by Recipient's Representatives
(as defined below) to any person except with the specific prior written consent
of the Company or except as expressly otherwise permitted by this Agreement. It
is understood that (x) Recipient may disclose Confidential Information only to
those of Recipient's Representatives who are informed by Recipient of the
confidential nature of the Confidential Information and the obligations of this
Agreement, (y) Recipient shall be responsible for the breach of the provisions
of this Section 10 by Recipient's Representatives and (z) the provisions of this
Section 10 shall not apply to any director of the Company in his or her capacity
as such. As used in this Agreement, the term "Confidential Information" means
and includes any and all of the information concerning the business and affairs
of the Company that may hereafter be disclosed to Recipient by the Company or by
the directors, officers, employees, agents, consultants, advisors or other
representatives, including
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legal counsel, accountants and financial advisors ("Representatives") of the
Company; provided that "Confidential Information" shall not include information
that (a) was in or enters the public domain or was or becomes generally
available to the public other than as a result of disclosure by Recipient or any
Representative thereof, (b) was independently acquired by Recipient without
violating any of the obligations of Recipient or its Representatives under this
Agreement, or under any other contractual, legal, fiduciary or binding
obligation of Recipient or its Representatives with or to the Company, (c) was
available, or becomes available, to Recipient on a nonconfidential basis other
than as a result of its disclosure to Recipient by the Company or any
Representative of the Company, but only if to the knowledge of Recipient the
source of such information is not bound by a confidentiality agreement with the
Company or is not otherwise prohibited from transmitting the information to
Recipient or Recipient's Representatives by a contractual, legal, fiduciary or
other binding obligation with or to the Company, or (d) was independently
developed by Recipient or its Representatives without reference to any other
Confidential Information.
11. Expenses. Within five business days after receiving documentation
thereof, the Company shall reimburse Barington Capital Group, L.P. for the
actual documented out-of-pocket expenses (up to a maximum of $150,000) incurred
by the members of the Barington Group in connection with the Schedule 13D
filings, the Barington Letter and related anticipated proxy solicitation and the
negotiation and execution of this Agreement and all related activities and
matters.
12. Public Announcement. The Barington Group and the Company shall
announce this Agreement and the material terms hereof by means of a mutually
acceptable joint press release as soon as practicable on or after the date
hereof. The parties hereto will provide each other the opportunity to review and
comment upon any press release or other public announcement or statement with
respect to the transactions contemplated by this Agreement, and shall not issue
any such press release or other public announcement or statement prior to such
consultation, except as, in the reasonable judgment of the relevant party, may
be required by applicable law, court process or by obligations pursuant to any
listing agreement with any national securities exchange or the Nasdaq
Marketplace.
13. Specific Performance. Each of the members of the Barington Group, on
the one hand, and the Company, on the other hand, acknowledges and agrees that
irreparable injury to the other party hereto would occur in the event any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached and that such injury would not be
adequately compensable in damages. It is accordingly agreed that the members of
the Barington Group or any of them, on the one hand, and the Company, on the
other hand (the "Moving Party"), shall each be entitled to specific enforcement
of, and injunctive relief to prevent any violation of, the terms hereof, and the
other party hereto will not take action, directly or indirectly, in opposition
to the Moving Party seeking such relief on the grounds that any other remedy or
relief is available at law or in equity.
14. Jurisdiction; Applicable Law. Each of the parties hereto (a) consents
to submit itself to the personal jurisdiction of the Court of Chancery or other
federal or state courts of the State of Delaware in the event any dispute arises
out of this Agreement or the transactions
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contemplated by this Agreement, (b) agrees that it shall not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court, (c) agrees that it shall not bring any action relating to this
Agreement or the transactions contemplated by this Agreement in any court other
than the Court of Chancery or other federal or state courts of the State of
Delaware, and each of the parties irrevocably waives the right to trial by jury,
(d) agrees to waive any bonding requirement under any applicable law, in the
case any other party seeks to enforce the terms by way of equitable relief and
(e) each of the parties irrevocably consents to service of process by first
class certified mail, return receipt requested, postage prepaid, to the address
of such parties' principal place of business or as otherwise provided by
applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING
VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE
WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
15. Representative. Each member of the Barington Group hereby irrevocably
appoints Xxxxxxxxxxx, or Xxxxxxxxx Capital Group, L.P. in the event that
Xxxxxxxxxxx is no longer serving in such role, as such member's attorney-in-fact
and representative (the "Barington Representative"), in such member's place and
stead, to do any and all things and to execute any and all documents and give
and receive any and all notices or instructions in connection with this
Agreement and the transactions contemplated hereby. The Company shall be
entitled to rely, as being binding on each member of the Barington Group, upon
any action taken by the Barington Representative or upon any document, notice,
instruction or other writing given or executed by the Barington Representative.
16. Severability. If at any time subsequent to the date hereof, any
provision of this Agreement shall be held by any court of competent jurisdiction
to be illegal, void or unenforceable, such provision shall be of no force and
effect, but the illegality or unenforceability of such provision shall have no
effect upon the legality or enforceability of any other provision of this
Agreement.
17. Counterparts. This Agreement may be executed in two or more
counterparts which together shall constitute a single agreement.
18. Entire Agreement; Amendment. This Agreement contains the entire
understanding of the parties hereto with respect to its subject matter. There
are no restrictions, agreements, promises, representations, warranties,
covenants or undertakings other than those expressly set forth herein. This
Agreement may be amended only by a written instrument duly executed by the
parties hereto, or in the case of the Barington Group, the Barington
Representative, or their respective successors or assigns.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized signatories of the parties as of the date hereof.
X. XXXXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President & Chief Executive
Officer
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors,
LLC, its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
BARINGTON COMPANIES INVESTORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
/s/ Xxxxx X. Xxxxxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxxxxx
BARINGTON COMPANIES OFFSHORE FUND,
LTD. (BVI)
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
BARINGTON COMPANIES ADVISORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Authorized Signatory
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BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general
partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and CEO
LNA CAPITAL CORP.
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and CEO
PARCHE, LLC
By: Admiral Advisors, LLC, its managing
member
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
STARBOARD VALUE & OPPORTUNITY FUND, LLC
By: Admiral Advisors, LLC, its managing
member
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
ADMIRAL ADVISORS, LLC
By: Ramius Capital Group, LLC, its
sole member
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
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RAMIUS CAPITAL GROUP, LLC
By: C4S & Co., LLC, its Managing Member
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
C4S & CO., LLC
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
/s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx, individually and as
attorney-in-fact for Xxxxx X. Xxxxx,
Xxxxxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxx
MILLENCO, L.P.
By: Millennium Management, L.L.C., its
general partner
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Executive Officer
MILLENNIUM MANAGEMENT, L.L.C.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Executive Officer
Xxxxxx X. Xxxxxxxxx by Xxxxx X. Xxxxx
Pursuant to Power of Attorney filed with
SEC on June 6, 2005
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxxxx
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RJG CAPITAL PARTNERS, L.P.
By: RJG Capital Management, LLC, its
general partner
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
RJG CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
/s/ Xxxxxx X. Xxxxx
-----------------------------------------
Xxxxxx X. Xxxxx
X.X. XXXXX SPECIAL OPPORTUNITIES FUND,
L.P.
By: X.X. XXXXX PARTNERS, LLC,
its general partner
BY: XXXXX HOLDINGS, LLC,
its managing member
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
X.X. XXXXX SPECIAL OPPORTUNITIES FUND
(TE), L.P.
By: X.X. XXXXX PARTNERS, LLC,
its general partner
BY: XXXXX HOLDINGS, LLC,
its managing member
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
13
X.X. XXXXX SPECIAL OPPORTUNITIES FUND,
LTD.
By: X.X. Xxxxx & Co., L.P., its
manager
By: DBZ GP, LLC, its general partner
By: Xxxxx Holdings, LLC, its managing
member
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
HCM/Z SPECIAL OPPORTUNITIES LLC
By: X.X. Xxxxx & Co., L.P., its manager
By: DBZ GP, LLC, its general partner
By: Xxxxx Holdings, LLC, its managing
member
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
X.X. XXXXX & CO., L.P.
By: DBZ GP, LLC, its general partner
By: Xxxxx Holdings, LLC, its managing
member
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
14
DBZ GP, LLC
By: Xxxxx Holdings, LLC, its managing
member
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
XXXXX HOLDINGS, LLC
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
/s/ Xxxxxx X. Xxxxx
-----------------------------------------
Xxxxxx X. Xxxxx
15
