1
Exhibit 11(c)(2)
TENDER AND VOTING AGREEMENT
TENDER AND VOTING AGREEMENT, dated as of September 27, 1999
(this "Agreement"), between THE CHASE MANHATTAN CORPORATION, a Delaware
corporation ("Parent"), and each stockholder of XXXXXXXXX & XXXXX GROUP, a
Delaware corporation ("Company"), whose name and signature is set forth on the
signature page hereof (collectively, the "Stockholders", each a "Stockholder").
WHEREAS, Parent, Company and Bridge Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"), are,
concurrently with the execution hereof, entering into an Agreement and Plan of
Merger, dated as of September 27, 1999 (the "Merger Agreement"), pursuant to
which Sub will make an offer (the "Offer") for all of the issued and outstanding
shares of common stock, par value $0.01 per share, of Company (the "Company
Common Stock"), at a price of $50.00 per share, net in cash, the consummation of
which will be followed by the merger of Sub with and into Company, with Company
being the surviving corporation (the "Merger");
WHEREAS, each Stockholder is the record and/or beneficial
owner of such number of shares of Company Common Stock as is set forth opposite
his or her name on Schedule I hereto (collectively, the "Existing Shares"); all
such Existing Shares, together with all other shares of capital stock or other
voting securities of Company or any of its Subsidiaries with respect to which
the Stockholders have beneficial ownership (for purposes of this Agreement,
"beneficial ownership" shall have the meaning set forth in Rule 13d-3 under the
Exchange Act) as of the date of this Agreement, and any shares of capital stock
or other voting securities of Company or any of its Subsidiaries, beneficial
ownership of which is directly or indirectly acquired after the date hereof,
including, without limitation, shares received pursuant to any stock splits,
stock dividends or distributions, shares acquired by purchase or upon the
exercise, conversion or exchange of any option, warrant or convertible security
or otherwise, and shares or any voting securities of Company or any of its
Subsidiaries received pursuant to any change in the capital stock of Company or
such Subsidiary by reason of any recapitalization, merger, reorganization,
consolidation, combination, exchange of shares or the like, are referred to
herein as the "Shares";
WHEREAS, each of the parties hereto desires to enter into this
Agreement to provide for, among other things, (1) the obligation of each
Stockholder to tender, or cause the record holder of the Shares to tender, the
Shares (other than Restricted Shares and Shares the subject of unexercised
options) (the "Tender Shares") in the Offer, (2) the obligation of each
Stockholder to vote, or cause the record holder of the Shares to vote, the
Shares (other than Shares the subject of unexercised options) (the "Voting
Shares") in the manner specified herein and (3) certain restrictions on the sale
or the transfer of the record and beneficial ownership of Shares by any
Stockholder; this Agreement and all other agreements, instruments and other
documents executed and delivered by each Stockholder in connection with this
Agreement are collectively referred to as the "Support Documents"; and
2
WHEREAS, each Stockholder acknowledges that Parent is entering
into the Merger Agreement in reliance on the representations, warranties,
covenants and other agreements of such Stockholder set forth in this Agreement
and would not enter into the Merger Agreement if such Stockholder did not enter
into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein and in the Merger Agreement, and intending to be legally bound hereby,
Parent and each Stockholder agree as follows:
1. Defined Terms. Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Merger
Agreement.
2. Agreement to Tender. Each Stockholder hereby agrees to
validly tender, or cause the record owner to validly tender, all of its Tender
Shares pursuant to and in accordance with the terms of the Offer within 15
business days of the commencement thereof, and not to withdraw or permit to be
withdrawn any Shares therefrom.
3. Agreement to Vote. Each Stockholder hereby agrees that,
from and after the date hereof and until the Termination Date (as defined in
Section 20), at any meeting of the stockholders of Company, however called, or
in connection with any written consent of the stockholders of Company, such
Stockholder shall appear at each such meeting, in person or by proxy, or
otherwise cause the Voting Shares to be counted as present thereat for purposes
of establishing a quorum, and each such Stockholder shall vote (or cause to be
voted) or act by written consent with respect to all of its Voting Shares that
are beneficially owned by each such Stockholder or its affiliates or as to which
such Stockholder has, directly or indirectly, the right to vote or direct the
voting, (a) in favor of adoption and approval of the Merger Agreement and the
Merger and the approval of the terms thereof and each of the other actions
contemplated by the Merger Agreement, the Company Option Agreement and this
Agreement, and any other action requested by Parent in furtherance thereof; (b)
against any action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of Company
contained in the Merger Agreement or the Company Option Agreement or of any
Stockholder contained in this Agreement; (c) against any Transaction Proposal
made by any person other than Parent or any of its Subsidiaries; and (d) against
any other action, agreement or transaction (other than the Merger Agreement and
the transactions contemplated thereby) that is intended, or could reasonably be
expected, to impede, interfere or be inconsistent with, delay, postpone,
discourage or materially adversely affect the Offer or the Merger or the
performance by each of the Stockholders of its obligations under this Agreement,
including, but not limited to: (i) any extraordinary corporate transaction, such
as a merger, consolidation or other business combination involving Company or
its Subsidiaries (other than the Offer and the Merger); (ii) a sale, lease or
transfer of a material amount of assets of Company or any of its Subsidiaries or
a reorganization, recapitalization or liquidation of Company or any
Subsidiaries; (iii) a material change in the policies or management of Company;
(iv) an election of new members to the board of directors of Company, except
where the vote is cast in favor of the nominees of a majority of the existing
directors; (v) any material change in the present
2
3
capitalization or dividend policy of Company or any amendment or other change to
Company's certificate of incorporation; or (vi) any other material change in
Company's corporate structure or business. Each Stockholder hereby agrees that
it will not enter into any voting or other agreement or understanding with any
person or entity or grant a proxy or power of attorney with respect to the
Shares prior to the Termination Date (other than a proxy or power of attorney to
an officer of Company that may be exercised solely in accordance with this
Section 3 and except as provided in Section 4 below) or vote or give
instructions in any manner inconsistent with clauses (a), (b) or (c) of the
preceding sentence. Each Stockholder hereby agrees, during the period commencing
on the date hereof and ending on the Termination Date, not to, and not to permit
any of its affiliates to, vote or execute any written consent in lieu of a
stockholders meeting or vote, if such consent or vote by the stockholders of
Company would be inconsistent with or frustrate the purposes of the other
covenants of such Stockholder pursuant to this paragraph. As used in this
Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and
13(d)(3) of the Exchange Act.
4. PROXY. SUBJECT TO SECTION 20 HEREOF, EACH STOCKHOLDER
HEREBY GRANTS TO, AND APPOINTS, XXXX XXXXXX, XXXXXXX X. XXXXX AND XXXX
XXXXXXX, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY
INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICER OF PARENT,
AND ANY OTHER PERSON DESIGNATED IN WRITING BY PARENT, EACH OF THEM
INDIVIDUALLY, SUCH STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT (WITH FULL
POWER OF SUBSTITUTION) TO VOTE OR ACT BY WRITTEN CONSENT, TO THE
FULLEST EXTENT PERMITTED BY AND SUBJECT TO APPLICABLE LAW (INCLUDING,
WITHOUT LIMITATION, THE BANK HOLDING COMPANY ACT OF 1956, AS AMENDED),
WITH RESPECT TO THE SHARES IN ACCORDANCE WITH SECTION 3 HEREOF. THIS
PROXY IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. SUCH
STOCKHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER
INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY
AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER
WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, NEITHER
PARENT NOR ANY OF THE AFORENAMED PROXIES SHALL EXERCISE THE POWERS SET
FORTH IN THIS SECTION 4 UNLESS AND UNTIL PARENT SHALL HAVE RECEIVED ALL
APPROVALS OF THE FEDERAL RESERVE BOARD AND ANY OTHER APPLICABLE
REGULATORY AUTHORITIES REQUIRED UNDER APPLICABLE LAW FOR SUCH EXERCISE.
5. Representations and Warranties of Parent. Parent represents
and warrants to each Stockholder as follows:
(a) Parent is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
3
4
(b) Parent has the requisite corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by Parent's Board of
Directors and no other corporate proceedings on the part of Parent are necessary
to authorize the execution and delivery of this Agreement by Parent and the
consummation by it of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by Parent and (assuming the valid
authorization, execution and delivery of this Agreement by each Stockholder) is
a valid and binding obligation of Parent, enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws relating
to or affecting creditors' rights generally and general equitable principles
(whether considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement by Parent do
not, and the performance of this Agreement by Parent will not, (i) conflict with
or violate the certificate of incorporation or by-laws of Parent, (ii) conflict
with or violate any law, rule, regulation or order applicable to Parent or by
which any of respective properties is bound, or (iii) conflict with, result in
any breach of or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or require payment
under, or result in the creation of any Lien on the properties or assets of
Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation to which
Parent is a party or by which Parent or any of its respective properties is
bound, except for any thereof that could not reasonably be expected to
materially impair the ability of Parent to perform its obligations hereunder or
to consummate the transactions contemplated hereby on a timely basis.
6. Representations and Warranties of the Stockholders. Each
Stockholder represents and warrants to Parent as follows:
(a) If such Stockholder is a corporation, limited liability
company, partnership or trust, such Stockholder has been duly organized and is
validly existing and in good standing under the laws of the jurisdiction of its
organization.
(b) If such Stockholder is a corporation, limited liability
company, partnership or trust, such Stockholder has all necessary corporate
authority to enter into this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby, and the execution, delivery
and performance of this Agreement by such Stockholder and the consummation by
such Stockholder of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of such Stockholder.
(c) This Agreement has been duly executed and delivered by
such Stockholder and (assuming the valid authorization, execution and delivery
of this Agreement by Parent) is a valid and binding obligation of such
Stockholder, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights
4
5
generally and general equitable principles (whether considered in a proceeding
in equity or at law).
(d) The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such Stockholder
will not, (i) if such Stockholder is a corporation, limited liability company,
partnership or trust, conflict with or violate the certificate of incorporation
or by-laws, or other organizational documents, of such Stockholder, (ii)
conflict with or violate any law, rule, regulation or order applicable to such
Stockholder or by which any of its properties is bound, or (iii) conflict with,
result in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or require
payment under, or result in the creation of any Lien on the properties or assets
of such Stockholder pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which such Stockholder is a party or by which such Stockholder or any of its
properties is bound, except for any thereof that would not result in the
imposition of a Lien on such Stockholder's Shares and would not reasonably be
expected to materially impair the ability of such Stockholder to perform its
obligations hereunder or to consummate the transactions contemplated hereby on a
timely basis.
(e) The execution and delivery of this Agreement by such
Stockholder do not, and the performance by such Stockholder of its obligations
hereunder will not, require such Stockholder to obtain any consent, approval,
authorization or permit of, or to make any filing with or notification to, any
Governmental Entity.
(f) There is no suit, action, investigation or proceeding
pending or, to the knowledge of such Stockholder, threatened against such
Stockholder at law or in equity before or by any Governmental Entity that could
reasonably be expected to materially impair the ability of such Stockholder to
perform its obligations hereunder on a timely basis, and there is no agreement,
commitment or law to which such Stockholder is subject that could reasonably be
expected to materially impair the ability of such Stockholder to perform its
obligations hereunder on a timely basis.
(g) Such Stockholder's Existing Shares are owned beneficially
and of record by such Stockholder except as indicated on Schedule I opposite
such Stockholder's name. Such Stockholder's Existing Shares constitute all of
the shares of Company Common Stock owned of record or beneficially by such
Stockholder. All of the Existing Shares are issued and outstanding and, except
as indicated on Schedule I opposite such Stockholder's name, such Stockholder
does not own, of record or beneficially, any warrants, options, convertible
securities or other rights to acquire any shares of Company Common Stock. Such
Stockholder has not appointed or granted any proxy which is still effective with
respect to any Shares other than as provided in this Agreement. Except as
indicated on Schedule I opposite such Stockholder's name, such Stockholder has
sole voting power and sole power of disposition with respect to all of its
Existing Shares, with no restrictions on such Stockholder's rights of
disposition pertaining thereto.
5
6
7. Agreements of the Stockholders. (a) Each Stockholder hereby
agrees, while this Agreement is in effect, and except as expressly contemplated
hereby, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise
dispose of, enforce any redemption agreement with Company or enter into any
contract, option or other arrangement or understanding with respect to or
consent to the offer for sale, sale, transfer, pledge, encumbrance, grant,
assignment or other disposition of, record or beneficial ownership of any of the
Shares (whether acquired heretofore or hereafter) or any interest in any of the
foregoing, except to Parent, (ii) grant any proxies or powers of attorney,
deposit any Shares into a voting trust or enter into a voting agreement with
respect to any Shares, or any interest in any of the Shares, except to Parent or
(iii) take any action that would make any representation or warranty of such
Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling such Stockholder from performing such Stockholder's
obligations under this Agreement, or that would otherwise hinder or delay Parent
from acquiring a majority of the outstanding Company Common Stock, determined on
a fully diluted basis.
(b) Each Stockholder hereby agrees, except with respect to
Parent and its affiliates, that on or after the date hereof, such Stockholder
shall not, and shall not permit any of its affiliates or any director, officer,
employee consultant, agent, advisor or representative of such Stockholder or any
of its affiliates (collectively, the "Representatives") to initiate, solicit or
encourage, directly or indirectly, any inquiries or the making of any proposal
with respect to any matter described in Section 7(a) hereof or any Transaction
Proposal with respect to Company or any of its Subsidiaries, participate in any
negotiations concerning, or provide to any other person any information or data
relating to Company or any of its Subsidiaries for the purpose of, or have any
discussions with any person relating to, or cooperate with or assist or
participate in, or facilitate, any inquiries or the making of any proposal which
constitutes, or would reasonably be expected to lead to, any effort or attempt
by any other person to seek to effect any matter described in Section 7(a)
hereof or any Transaction Proposal with respect to Company or any of its
Subsidiaries, or agree to or endorse any or release any third party from any
obligation under any existing standstill agreement or arrangement relating to
any such Transaction Proposal, or otherwise facilitate any effort or attempt to
make or implement such a Transaction Proposal. Each Stockholder agrees
immediately to cease and cause to be terminated any existing activities,
discussions or negotiations with any parties conducted heretofore by it with
respect to any possible Transaction Proposal with respect to Company or any of
its Subsidiaries, or any matter described in Section 7(a) hereof, and will take
the necessary steps to inform its Representatives of the obligations undertaken
by such Stockholder with respect to its Representatives in this Section 7.
(c) Each Stockholder hereby agrees, while this Agreement is in
effect, to notify Parent promptly of (i) the number of any additional shares of
Company Common Stock and the number and type of any other Shares acquired by
such Stockholder, if any, after the date hereof and (ii) any such inquiries or
proposals that are received by, any such information that is requested from, or
any such negotiations or discussions that are sought to be initiated or
continued with, such Stockholder with respect to any matter described in Section
7(a) or 7(b).
6
7
8. Record Ownership. Each Stockholder agrees to use its
reasonable best efforts such that within ten business days after receiving a
request therefor from Parent, such Stockholder will no longer hold any Shares in
"street name" or in the name of any nominee.
9. Further Assurances. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement. Without
limiting the generality of the foregoing, none of the parties hereto shall enter
into an agreement or arrangement (or alter, amend or terminate any existing
agreement or arrangement) if such action would materially impair the ability of
such party to effectuate, carry out or comply with all the terms of this
Agreement.
10. Survival. None of the representations, warranties,
covenants and agreements of the parties herein shall survive beyond the
Termination Date.
11. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed duly given (1) on the date of delivery
if delivered personally, or by telecopy or telefacsimile, upon confirmation of
receipt, (2) on the first business day following the date of dispatch if
delivered by a recognized next-day courier service, or (3) on the tenth business
day following the date of mailing if delivered by registered or certified mail,
return receipt requested, postage prepaid. All notices hereunder shall be given
the party at its address stated on the signature pages of this Agreement or at
any other address as the party may specify for this purpose by notice to the
other party pursuant to this Section 11.
12. No Waivers. No failure or delay by Parent in exercising
any right, power or privilege under any Support Document shall operate as a
waiver of that right, power or privilege. A single or partial exercise of any
right, power or privilege shall not preclude any other or further exercise of
that right, power or privilege or the exercise of any other right, power or
privilege. The rights and remedies provided in the Support Documents shall be
cumulative and not exclusive of any rights or remedies provided by law.
13. Amendments, Etc. No amendment, modification, termination
or waiver of any provision of any Support Document, and no consent to any
departure by any Stockholder or Parent from any provision of any Support
Document, shall be effective unless it shall be in writing and signed and
delivered by each Stockholder and Parent, and then it shall be effective only in
the specific instance and for the specific purpose for which it is given.
14. Successors and Assigns; Third Party Beneficiaries.
(a) No party shall assign any of its rights or remedies or
delegate any of its obligations or liabilities, in whole or in part, under any
Support Document. Any assignment or delegation in contravention of this Section
14 shall be void ab initio and shall not relieve the assigning or delegating
party of any obligation under any Support Document.
7
8
(b) The provisions of each Support Document shall be binding
upon and inure solely to the benefit of the parties hereto and their respective
permitted heirs, executors, legal representatives, successors and assigns, and
no other person.
15. Governing Law. This Agreement and each other Support
Document and all rights, remedies, liabilities, powers and duties of the parties
hereto and thereto, shall be governed by and construed in accordance with the
laws of the State of New York.
16. Severability of Provisions. If any term or other provision
of any Support Document is invalid, illegal or incapable of being enforced by
any law or public policy, all other terms and provisions of such Support
Document shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties shall negotiate in good faith to modify such Support
Document so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent
possible.
17. Headings and References. Article and section headings in
any Support Document are included for the convenience of reference only and do
not constitute a part of the Support Document for any other purpose. References
to articles and sections in any Support Document are references to the sections
of the Support Document unless the context shall require otherwise. Any of the
terms defined in this Agreement may, unless the context otherwise requires, be
used in the singular or the plural, depending on the reference. The use in this
Agreement of the word "include" or "including," when following any general
statement, term or matter, shall not be construed to limit such statement, term
or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or not nonlimiting language (such
as "without limitation" or "but not limited to" or words of similar import) is
used with reference thereto, but rather shall be deemed to refer to all other
items or matters that fall within the broadest possible scope of such general
statement, term or matter.
18. Entire Agreement. The Support Documents embody the entire
agreement and understanding of each of the parties hereto, and supersede all
other written or oral prior agreements or understandings, with respect to the
subject matters of the Support Documents.
19. Enforcement. The parties agree that irreparable damage
would occur in the event that any of the provisions of any Support Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of the Support Agreements and to
enforce specifically the terms and provisions of the Support Agreements in any
Federal court or New York State court sitting in the Borough of Manhattan, City
of New York, this being in addition to any other remedy to which they are
entitled at law or in equity.
20. Termination. This Agreement and the proxy set forth in
Section 4 shall terminate upon the earliest of the following dates (such date is
referred to herein as the
8
9
"Termination Date"): (i) the date on which the Merger Agreement is terminated in
accordance with Article VIII thereof; (ii) the date on which Parent terminates
this Agreement upon written notice to each of the Stockholders (Parent may so
terminate this Agreement and the proxy set forth herein at any time); and (iii)
the Effective Time.
21. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
all signatures were on the same instrument.
22. Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT, AS A
CONDITION OF ITS RIGHT TO ENFORCE OR DEFEND ANY RIGHT UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER SUPPORT DOCUMENT, WAIVES ANY RIGHT TO A TRIAL
BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY
OTHER SUPPORT DOCUMENT AND AGREES THAT ANY ACTION SHALL BE TRIED BEFORE A COURT
AND NOT BEFORE A JURY.
9
10
IN WITNESS WHEREOF, Parent and each of the undersigned
Stockholders have caused this Agreement to be duly executed as of the day and
year first above written.
THE CHASE MANHATTAN CORPORATION
By: /s/ Xxxxxxx X. XxXxxxx
----------------------------------
Name: Xxxxxxx X. XxXxxxx
Title: General Counsel
XXXXXX X. CASE III
/s/ Xxxxxx X. Case III
--------------------------------------
(Signature)
Address:
Xxx Xxxx Xxxxxx
--------------------------------------
Xxx Xxxxxxxxx, XX 00000
--------------------------------------
--------------------------------------
--------------------------------------
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
--------------------------------------
(Signature)
Address:
Xxx Xxxx Xxxxxx
--------------------------------------
Xxx Xxxxxxxxx, XX 00000
--------------------------------------
--------------------------------------
--------------------------------------
11
XXXX X. XXXXX
/s/ Xxxx X. Xxxxx
--------------------------------------
(Signature)
Address:
00 Xxxxxxx Xxxx
--------------------------------------
Xxxxxxxxxxxx, XX 00000
--------------------------------------
--------------------------------------
XXXXX X. XXXXXX
/s/ Xxxxx Xxxxxx
---------------------------------------
(Signature)
Address:
Xxx Xxxx Xxxxxx
--------------------------------------
Xxx Xxxxxxxxx, XX 00000
--------------------------------------
--------------------------------------
12
XXXX X. XXXXXX
/s/ Xxxx X. Xxxxxx
--------------------------------------
(Signature)
Address:
Xxx Xxxx Xxxxxx
--------------------------------------
Xxx Xxxxxxxxx, XX 00000
--------------------------------------
--------------------------------------
XXXXX X. XXXXXXXXX
/s/ Xxxxx X. XxXxxxxxx
--------------------------------------
(Signature)
Address:
--------------------------------------
--------------------------------------
--------------------------------------
13
XXXXXXXX X. XXXXXX
/s/ Xxxxxxxx X. Xxxxxx
---------------------------------------
(Signature)
Address:
Xxx Xxxx Xxxxxx
---------------------------------------
Xxx Xxxxxxxxx, XX 00000
---------------------------------------
---------------------------------------
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
---------------------------------------
(Signature)
Address:
000 Xxxx Xxxx Xxxxx
---------------------------------------
Xxxxxx, XX 00000
---------------------------------------
---------------------------------------
14
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
(Signature)
Address:
---------------------------------------
---------------------------------------
---------------------------------------
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
---------------------------------------
(Signature)
Address:
---------------------------------------
---------------------------------------
---------------------------------------
15
SCHEDULE I
OPTIONS IN
SHARES EXPECTED PRIOR COLUMN
SHARES SHARES HELD TO VEST BETWEEN TOTAL THAT ARE VESTED
HELD (VESTED AS (UNVESTED AS OF 10/1/99 AND OPTIONS OR THAT WILL
NAME OF 9/30/99) 9/30/99)* 11/5/99 HELD VEST IN 60 DAYS
Xxx Xxxx 1,125,226 220,203 187,637 972,680 551,608
Xxxxxxx Xxxxx 898 15,398 3,185 100,650 41,050
Xxxx Xxxxx 57,791 27,645 5,382 128,000 58,400
Xxxxx Xxxxxx 89,085 41,488 10,855 130,000 48,000
Xxxx Xxxxxx 8,939 16,187 4,104 130,000 56,000
Xxxxx XxXxxxxxx 244,171 29,821 5,582 210,000 130,000
Xxxxxxxx Xxxxxx 284,741 29,721 8,150 70,000 30,000
Xxxx Xxxxx 104,800 0 0 32,000 24,000
Xxxx Xxxxxx 1,121,360 0 0 30,000 6,000
Xxxx Xxxxx 0 0 0 20,000 8,000
*There will be an additional grant of unvested shares in early November for
which amount have not yet been determined.
