Exhibit 99.4
SETTLEMENT AGREEMENT
This SETTLEMENT AGREEMENT (this "Agreement") is made and entered into on
March 15, 2008, by and between TXCO Resources Inc., a Delaware corporation (the
"Company"); Third Point LLC, a Delaware limited liability company ("Third
Point"), Xxxxxx X. Xxxx, an individual, Third Point Offshore Fund, Ltd., a
Cayman Islands limited liability exempted company ("Offshore"), Third Point
Ultra Ltd., a British Virgin Islands limited liability company, Third Point
Partners LP, a Delaware limited partnership, Third Point Partners Qualified LP,
a Delaware limited partnership, Lyxor/Third Point Fund Limited, a Jersey public
company with limited liability (each, including Third Point, a "Holder" and,
collectively, the "Holders"); Xxxxx Xxxxxx, an individual ("Xxxxxx"); Xxxxxxx
Xxxxxxx, an individual ("Xxxxxxx" and, together with Xxxxxx, the "Third Point
Nominees"); and Xxxxx X. Xxxxxx ("Xxxxxx").
RECITALS
WHEREAS, Offshore has given notice of its intention, at the next Annual or
Special Meeting of Stockholders of the Company (including the currently
scheduled May 9, 2008 Annual Meeting) at which directors are to be elected and
at any and all adjournments, postponements, reschedulings or continuations
thereof (collectively, the "2008 Annual Meeting"), to propose nominees to be
elected as Class A directors on the Company's board of directors (the "Board")
and to solicit proxies in favor of such nominations (the "Solicitation");
WHEREAS, the Company and the Holders have each determined that it is in
their respective best interests and in the best interests of their stockholders
and/or investors to enter into this Agreement whereby, among other things, (i)
the Company will add the Third Point Nominees to the Board and (ii) the Holders
will abandon the Solicitation, in each case as more fully provided herein;
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I.
AGREEMENTS
Section 1.1. Board Matters; Nominations at 2008 Annual Meeting.
(a) The Company shall as promptly as practicable, and in any event within
two business days after the date hereof, take all action necessary (including
the calling of a special meeting of the Board to approve such actions) to:
(i) obtain the resignations of two current members of the Board so
that there shall be two vacancies on the Board;
(ii) reclassify the remaining five directors, to the extent required
(but minimizing the number of directors whose classifications change), so
that (A) the two vacancies on the Board shall be in Class A, with terms
expiring in 2008, and (B) there shall be one incumbent director and two
vacancies in Class A, with terms expiring in
2008, two directors in Class B, with terms expiring in 2009, and two
directors in Class C, with terms expiring in 2010; and
(iii) appoint each of the Third Point Nominees as a Class A director,
so as to fill the two vacancies thus created.
(b) For the avoidance of doubt, after the actions specified in Section
1.1(a) hereof are taken, the composition of the Board shall be as follows:
(i) Class A directors, with terms to expire in 2008: Xxxxxx X.
Xxxxxxxxxxx, Xxxxxx and Xxxxxxx;
(ii) Class B directors, with terms to expire in 2009: Xxxx X. Xxxxx
and Xxx Xxxxxxx Xxxxxxxxx; and
(iii) Class C directors, with terms to expire in 2010: Xxxxxxx X. Pint
and Xxxxx X. Xxxxxx.
(c) At the 2008 Annual Meeting, the Company shall nominate the Third Point
Nominees as Class A directors for terms commencing at the close of the 2008
Annual Meeting and expiring in 2011, and the Company shall include the Third
Point Nominees on the Board's proposed slate of nominees for election at the
2008 Annual Meeting. Prior to the 2008 Annual Meeting, (i) the Board shall
recommend (and shall not change such recommendation in a manner adverse to the
Third Point Nominees unless required to do so by the Board's fiduciary duties)
that the Company's stockholders vote in favor of the Board's entire slate
(including the Third Point Nominees) and (ii) the Company shall solicit proxies
for the election of the Board's slate of nominees (including the Third Point
Nominees) at the 2008 Annual Meeting.
(d) Should any Third Point Nominee resign from the Board (other than
pursuant to Section 1.3 hereof), be rendered unable to serve on the Board by
reason of death or disability, or, prior to the 2008 Annual Meeting, decide not
to seek election to the Board at the 2008 Annual Meeting, Third Point shall,
with the consent of the Company (which consent shall not be unreasonably
withheld or delayed), be entitled to designate a reasonably qualified
replacement for such Third Point Nominee as a Class A director (or nominee for
Class A director), and the Company shall take all necessary action to implement
the foregoing as promptly as practicable. Any such designated replacement who
becomes a Board member shall be deemed to be a Third Point Nominee for all
purposes under this Agreement and, prior to his or her appointment to the Board
,shall be required to agree in writing, to the extent applicable, to the
provisions of Sections 1.1(d) and 1.3 of this Agreement.
(e) Each Third Point Nominee agrees to provide to the Company, without
unreasonable delay, true and complete information regarding such Third Point
Nominee required by law to be included in the Company's proxy materials relating
to the 2008 Annual Meeting.
(f) The Company agrees that each Third Point Nominee shall receive (i) the
same benefits of director and officer insurance, and any indemnity and
exculpation arrangements
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available generally to the directors on the Board and (ii) the same compensation
for his or her service as a director as the compensation received by other
directors on the Board.
Section 1.2. Board Committees. The Company agrees that the Third Point
Nominees shall be offered the opportunity to become a member of each committee
of the Board now existing and each committee of the Board created in the future,
so that at least one Third Point Nominee shall be a member of each committee of
the Board (unless both Third Point Nominees, in their sole discretion, decline
to serve on any such committee), provided in all such cases that each Third
Point Nominee shall be entitled to be a member of any committee of the Board
only if he or she meets any independence or other requirements under applicable
law and the rules and regulations of the Nasdaq Global Select Market or other
securities exchange that the Company's securities may then be traded for service
on such committee. Notwithstanding the foregoing, the Board shall not be
required to seat more than one Third Point Nominee on any committee of the
Board.
Section 1.3. Resignations. Notwithstanding any other provision of this
Agreement to the contrary, (a) Xxxxxx hereby irrevocably resigns as a director
of the Company, effective immediately upon adoption of a resolution of the Board
(adopted by a majority of the directors who are not Third Point Nominees), which
resolution is adopted on or following the first date on which any Holder sells,
transfers or otherwise disposes of securities of the Company such that the
Holders' aggregate beneficial ownership of the Company's common stock (the
"Common Stock") is reduced to less than five percent (5%) of the outstanding
shares of Common Stock, and (b) Xxxxxxx hereby irrevocably resigns as a director
of the Company, effective immediately upon adoption of a resolution of the Board
(adopted by a majority of the directors who are not Third Point Nominees), which
resolution is adopted on or following the first date on which any Holder sells,
transfers or otherwise disposes of securities of the Company such that the
Holders' aggregate beneficial ownership of the Common Stock is reduced to less
than three percent (3%) of the outstanding shares of Common Stock, in each case
calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Exchange
Act of 1934, as amended (the "Exchange Act"). Third Point shall promptly notify
the Company of any sale, transfer or other disposition of securities of the
Company that would cause the aggregate ownership of the Holders to drop below
the thresholds specified in the preceding sentence. The parties hereto agree and
acknowledge that the preceding sentence shall serve as Xxxxxx'x and Xxxxxxx'x
formal (but conditional) irrevocable resignations delivered to the Company and
that no additional agreement, notice or action shall be necessary to immediately
effectuate such resignations in accordance therewith. Xxxxxx and Xxxxxxx each
agrees that he shall not contest or seek to contest the validity or
effectiveness of such resignations. In the event of any resignation required
pursuant to this Section 1.3, the next tranche of unvested grants of equity or
other consideration awarded to the Third Point Nominee or Nominees resigning
shall immediately become vested and not subject to forfeiture. For the avoidance
of doubt, it is contemplated that, in accordance with existing Company policy,
each Third Point Nominee will receive a grant of 40,000 restricted shares of
Common Stock, vesting ratably on the first, second and third anniversaries of
grant. If, for example, a Third Point Nominee resigns prior to the first
anniversary of grant, there shall vest pursuant to this Section 1.3 only that
tranche (13,333 shares) of Common Stock that
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would vest on the first anniversary of grant, and the remaining 26,667 shares
granted would remain unvested.
Section 1.4. Termination of Litigation and Solicitation; Voting Agreement.
(a) Concurrent with the execution and delivery of this Agreement, certain
of the parties hereto are joining in the execution and delivery of that certain
Stipulation of Dismissal terminating with prejudice Third Point LLC v. TXCO
Resources, Inc. in the Delaware Chancery Court (C.A. No. 3489-VCL) (the
"Delaware Litigation").
(b) From the date hereof through the completion of the 2008 Annual Meeting,
neither Third Point nor any of its Affiliates (as defined below) nor the Third
Point Nominees shall, directly or indirectly, other than as contemplated by this
Agreement and other than in a manner consistent with the recommendations of the
Board to the Company's stockholders, solicit proxies or consents for the voting
of any voting or other securities of the Company or otherwise become a
"participant," directly or indirectly, in any "solicitation" of "proxies" or
consents to vote, or become a "participant" in any "election contest" involving
the Company or the Company's securities (all terms used herein and defined in
Regulation 14A under the Exchange Act having the meanings assigned to them
therein), (ii) seek to advise or influence any person with respect to the voting
of any securities of the Company, (iii) initiate, propose or otherwise "solicit"
the Company stockholders for the approval of shareholder proposals, (iv)
otherwise communicate with the Company's stockholders or others pursuant to Rule
14a-1(l)(2)(iv) under the Exchange Act, or (v) otherwise engage in any course of
conduct with the purpose of causing stockholders of the Company to vote contrary
to the recommendation of the Board on any matter presented to the Company's
stockholders for their vote or challenging the policies of the Company. For
purposes of this Agreement, "Affiliate" means, with respect to any person, any
other person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such first person,
and any employees, officers and partners of Third Point.
(c) At the 2008 Annual Meeting, the Holders shall cause all shares of
Common Stock beneficially owned by each of them to be present at such meeting
for purposes of establishing a quorum and to be voted (x) for the nominees
recommended by the Board (provided such nominees include the Third Point
Nominees), (y) as Third Point determines is appropriate, on all other proposals
of the Board not covered by clause (z) below, and (z) in accordance with the
recommendation of the Board on the proposals contemplated by Sections 1.7 and
1.8 hereof.
Section 1.5. Right to Information. For so long as there is a Third Point
Nominee on the Board or so long as Third Point is entitled to appoint a
replacement Third Point Nominee, at Third Point's option, Third Point shall have
the right from time to time to receive confidential information from the Company
(including any financial advisor or other expert retained by the Company, the
Board or any committee of the Board) and/or the Third Point Nominees, and to
discuss with appropriate representatives of the Company (including any financial
advisor or other expert retained by the Company, the Board or any committee of
the Board) and/or the Third Point Nominees all matters concerning the Company
(whether or not
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confidential), to the same extent as any director of the Company. Third Point
agrees to keep all such information it may receive confidential and shall not
disclose such information to any third party other than its employees and legal
counsel who have a need to know such information, provided such employees and
legal counsel agree to keep such information confidential and not disclose the
same. Third Point shall be responsible for any disclosure by its employees and
legal counsel of any such information. Notwithstanding the foregoing, Third
Point, and its employees and legal counsel, shall not be required to keep
confidential any such information (i) that is made public by the Company or any
other person who is not known to Third Point to be subject to a confidentiality
obligation to the Company or (ii) that Third Point has developed on its own
prior to receiving such information from the Company (or any financial advisor
or other expert retained by the Company, the Board or any committee of the
Board) or a Third Point Nominee. Third Point acknowledges that it is aware that
the United States securities laws prohibit any person who has material nonpublic
information about a company from purchasing or selling securities of such
company, or from communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such person is likely
to purchase or sell such securities. Third Point agrees that, if it exercises
its right to receive confidential information pursuant to this Section 1.5, it
will comply with the Company's Xxxxxxx Xxxxxxx Policy and only trade in trading
windows in which Board members are permitted to trade; provided that, if Third
Point should exercise its right at any time not to receive further confidential
information it will only be required to comply with the Company's Xxxxxxx
Xxxxxxx Policy until the beginning of the next trading window in which Board
members are permitted to trade; and provided further that if at any time or
times Third Point shall subsequently exercise its right to receive confidential
information pursuant to this Section 1.5, it will once again comply with the
Company's Xxxxxxx Xxxxxxx Policy, subject to termination of that obligation as
provided in the first proviso to this sentence. Notwithstanding anything in this
Section 1.5 to the contrary, Third Point shall not be entitled to receive
pursuant to this Section any confidential information that counsel to the
Company determines in good faith is protected by the attorney-client privilege
and cannot be provided to Third Point in a manner that is reasonably likely not
to cause a waiver of such privilege.
Section 1.6. Prohibited Actions. The Company agrees that it will not, prior
to the holding of the 2009 annual meeting of stockholders of the Company or any
special meeting in lieu thereof and any and all adjournments, postponements,
reschedulings or continuations thereof (collectively, the "2009 Annual Meeting")
and the time that the directors elected at the 2009 Annual Meeting are seated on
the Board for their respective terms expiring in 2012, (i) increase the size of
the Board to more than seven directors or reclassify any director's position on
the Board, other than as required by Section 1.1 of this Agreement, (ii) change
the advance notice provisions of the Bylaws set forth in Section 12 of Article
II thereof or impose any other notification requirement on stockholders of the
Company regarding business to be conducted at stockholder meetings, (iii) amend,
modify or prescribe any qualifications for directors of the Company or (iv)
affect the right of the stockholders of the Company to amend the Bylaws.
Section 1.7. Royalty Buyback. The Company and Xxxxxx agree to negotiate in
good faith the purchase by the Company from Xxxxxx, for consideration consisting
of Common
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Stock, of that certain overriding royalty interest granted by the Company to Xx.
Xxxxxx in all leases acquired by the Company (the "Royalty Buyback"). The Board
and Xxxxxx shall jointly choose (with the concurrence of the Third Point
Nominees for so long as they are both serving on the Board) an appraiser who
shall provide an appraisal report to the Company and Xxxxxx in aid of their
negotiations in respect of the Royalty Buyback. The Company shall present to its
stockholders for approval at the 2008 Annual Meeting the terms of a stock plan
designed specifically for the purpose of providing the shares to be issued to
Xxxxxx in the Royalty Buyback if and when the terms of the Royalty Buyback are
agreed, and any shares authorized under such plan that are not required to fund
the Royalty Buyback shall be removed from the plan and not added to any other
plan without further stockholder approval.
Section 1.8. 2005 Stock Incentive Plan. Third Point and the Company agree
that the Company may present to stockholders for approval at the 2008 Annual
Meeting amendments to the Company's 2005 Stock Incentive Plan to provide that
shares of the Company's common stock that have been issued or are issuable under
the Company's expired 1995 Flexible Incentive Plan will not be deducted from the
number of shares of the Company's common stock that are reserved for issuance
under the 2005 Stock Incentive Plan. The parties hereto further agree and
consent to such other actions that Nasdaq may require of the Company in order to
accomplish the intent and purpose of this Section 1.8 of the Agreement.
Section 1.9. Expenses. The Company shall reimburse Third Point and its
Affiliates for all reasonable, documented out-of-pocket costs and expenses in
connection with (i) the Delaware Litigation, (ii) the preparation of any proxy
materials relating to the 2008 Annual Meeting by Third Point and its Affiliates,
and (iii) the preparation for and the solicitation of proxies for such meeting,
including without limitation legal fees and the fees of the proxy solicitation
agent retained by Third Point and its Affiliates for such meeting. In no event
shall (x) the costs and expenses to be paid or reimbursed by the Company
pursuant to this Section 1.9 exceed $500,000 or (y) Third Point be required to
provide to the Company any documentation, such as the detail of invoices of
legal services, the provision of which could result in a waiver of the
attorney-client privilege.
Section 1.10. 2008 Annual Meeting Date and Record Date. Third Point
acknowledges, agrees and consents to the Company (i) postponing the date of the
2008 Annual Meeting from May 9, 2008 to such later date that is subsequently
approved by the Board; provided, that the 2008 Annual Meeting is not postponed
to a date later than June 10, 2008, and (ii) resetting the current record date
of the 2008 Annual Meeting from March 17, 2008 to such later date that is
subsequently approved by the Board and is otherwise in compliance with the
Company's Amended and Restated Bylaws.
Section 1.11. Form 8-K. The Company agrees to disclose this Agreement in a
Form 8-K filed with the Securities and Exchange Commission in the time period
required by applicable law and to file this Agreement as an exhibit to such Form
8-K.
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ARTICLE II.
MISCELLANEOUS PROVISIONS
Section 2.1. Representations and Warranties.
(a) Each of the parties hereto represents and warrants to the other party
that:
(i) such party has all requisite authority and power to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby;
(ii) the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly
authorized by all required action on the part of such party and no other
proceedings on the part of such party are necessary to authorize the
execution and delivery of this Agreement or to consummate the transactions
contemplated hereby;
(iii) the Agreement has been duly and validly executed and delivered
by such party and constitutes the valid and binding obligation of such
party enforceable against such party in accordance with their respective
terms; and
(iv) this Agreement will not result in a violation of any terms or
provisions of any agreements to which such person is a party or by which
such party may otherwise be bound or of any law, rule, license, regulation,
judgment, order or decree governing or affecting such party.
(b) The parties hereto acknowledge, warrant and represent that they have
carefully read this Agreement, understand it, have consulted with and received
the advice of counsel regarding this Agreement, agree with its terms, are duly
authorized to execute it and freely, voluntarily and knowingly execute it.
Section 2.2. General.
(a) This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and the respective successors, personal
representatives and assigns of the parties hereto. None of the Holders may
assign any of its rights or obligations under this Agreement to any other
person.
(b) This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and thereof and supersedes all prior and
contemplated arrangements and understandings with respect thereto.
(c) This Agreement may be signed in counterparts, each of which shall
constitute an original and all of which together shall constitute one and the
same Agreement.
(d) All notices and other communications required or permitted hereunder
shall be effective upon receipt and shall be in writing and may be delivered in
person, by facsimile, electronic mail, express delivery service or U.S. mail, in
which event it may be mailed
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by first-class, certified or registered, postage prepaid, addressed to the party
to be notified at the respective addresses set forth below, or at such other
addresses which may hereinafter be designated in writing:
If to the Company:
TXCO Resources Inc.
000 X. Xxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxx
Fax No.: (000) 000-0000
with copies to:
Fulbright & Xxxxxxxx L.L.P.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxxx, Xx.
Fax No.: (000) 000-0000
and
Morris, Nichols, Arsht & Xxxxxxx LLP
Chase Manhattan Centre, 18th Floor
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Fax No.: (000) 000-0000
If to Third Point or other Holder:
Third Point LLC
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxx
Fax No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
Fax No.: (000) 000-0000
(e) This Agreement and the legal relations hereunder between the parties
hereto shall be governed by and construed in accordance with the laws of the
State of Delaware
8
applicable to contracts made and performed therein, without giving effect to the
principles of conflicts of law thereof.
(f) Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid, but if any provision of
this Agreement is held to be invalid or unenforceable in any respect, such
invalidity or unenforceability shall not render invalid or unenforceable any
other provision of this Agreement.
(g) It is hereby agreed and acknowledged that it will be impossible to
measure in money the damages that would be suffered if the parties fail to
comply with any of the obligations herein imposed on them 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, therefore, shall be
entitled to injunctive relief, including specific performance, to enforce such
obligations, without the posting of any bond, 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.
(h) 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.
(i) Each of the parties hereto hereby irrevocably and unconditionally
consents to submit to the exclusive jurisdiction of the courts of the State of
Delaware and of the United States of America, in each case located in the County
of New Castle, for any action, proceeding or investigation in any court or
before any governmental authority arising out of or relating to this Agreement
and the transactions contemplated hereby (and agrees not to commence any action,
proceeding or investigation relating thereto except in such courts), and further
agrees that service of any process, summons, notice or document by registered
mail to its respective address set forth in this Agreement shall be effective
service of process for any action, proceeding or investigation brought against
it in any such court. Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to the laying of venue of any action,
proceeding or investigation arising out of this Agreement or the transactions
contemplated hereby in the courts of the State of Delaware or the United States
of America, in each case located in the County of New Castle, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, proceeding or investigation brought in any such
court has been brought in an inconvenient forum.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the day and year first written above.
TXCO RESOURCES INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman, President and
Chief Executive Officer
THIRD POINT LLC
By: /s/ Xxxxxx X. Xxxx
----------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
/s/ Xxxxxx X. Xxxx
--------------------------------------------------
Xxxxxx X. Xxxx
THIRD POINT OFFSHORE FUND, LTD.
By: /s/ Xxxxxx X. Xxxx
----------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Director
THIRD POINT ULTRA LTD.
By: Third Point LLC, its Investment Manager
By: /s/ Xxxxxx X. Xxxx
----------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
[SETTLEMENT AGREEMENT SIGNATURE PAGE]
THIRD POINT PARTNERS LP
By: Third Point Advisors LLC, its General Partner
By: /s/ Xxxxxx X. Xxxx
----------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
THIRD POINT PARTNERS LP
By: Third Point Advisors LLC, its General Partner
By: /s/ Xxxxxx X. Xxxx
----------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Member
THIRD POINT PARTNERS QUALIFIED LP
By: Third Point Advisors LLC, its General Partner
By: /s/ Xxxxxx X. Xxxx
----------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Member
LYXOR/THIRD POINT FUND LIMITED
By: Third Point LLC, its Investment Manager
By: /s/ Xxxxxx X. Xxxx
----------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
[SETTLEMENT AGREEMENT SIGNATURE PAGE]
For purposes of Sections 1.1(d) and 1.3 hereof
only:
/s/ Xxxxx Xxxxxx
--------------------------------------------------
Xxxxx Xxxxxx
For purposes of Sections 1.1(d) and 1.3 hereof
only:
/s/ Xxxxxxx Xxxxxxx
--------------------------------------------------
Xxxxxxx Xxxxxxx
For purposes of Section 1.7 hereof only:
/s/ Xxxxx X. Xxxxxx
--------------------------------------------------
Xxxxx X. Xxxxxx
[SETTLEMENT AGREEMENT SIGNATURE PAGE]
