TENDER AND VOTING AGREEMENT
TENDER AND VOTING AGREEMENT, dated as of August 11, 2000 (this
"Agreement"), between Xxxx Corporation, a Delaware corporation ("Parent"),
Jewelry Expansion Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser") and each of the persons listed on Schedule A hereto (each a
"Stockholder" and, collectively, the "Stockholders").
W I T N E S S E T H :
WHEREAS, the Boards of Directors of Parent, Purchaser and Piercing
Pagoda, Inc., a Delaware corporation (the "Company") deem it advisable and in
the best interests of the respective stockholders of such corporations to effect
the merger of the Purchaser with and into the Company upon the terms and subject
to the conditions set forth in the Agreement and Plan of Merger dated as of the
date hereof (as the same may be amended or supplemented, the "Merger Agreement")
providing for, among other things, the making of the Offer by Purchaser for all
of the issued and outstanding shares of common stock, par value $0.01 per share,
of the Company (referred to herein as either the "Shares" or "Common Stock") and
the merger of Purchaser with and into the Company (the "Merger");
WHEREAS, each Stockholder is the beneficial owner of the Shares and
Options set forth opposite such Stockholder's name on Schedule A hereto
(collectively referred to herein as the "Shares" of such Stockholder); and
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Purchaser have requested that the Stockholders enter into
this Agreement;
NOW, THEREFORE, to induce Parent and Purchaser to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the foregoing and the representations, warranties, covenants and agreements
hereinafter contained and intending to be bound hereby, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Certain Definitions. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to such terms in the
Merger Agreement.
Section 2. Representations and Warranties of the Stockholders. Each
Stockholder, severally and not jointly, represents and warrants to Parent and
Purchaser, as of the date hereof, as follows:
(a) The Shares (including the Options) constitute all of the securities
(as defined in Section 3(a)(10) of the Exchange Act), of the Company
beneficially owned, directly or indirectly, by the Stockholder.
(b) Except for the Shares (including the Options), such Stockholder does
not, directly or indirectly, beneficially own or have any option, warrant or
other right to acquire any securities of the Company that are or may by their
terms become entitled to vote or any securities that are convertible or
exchangeable into or exercisable for any securities of the Company that are or
may by their terms become entitled to vote, nor is such Stockholder subject to
any contract, commitment, arrangement, understanding, restriction or
relationship (whether or not legally enforceable), other than this Agreement,
that provides for such Stockholder to vote or acquire any securities of the
Company. Except for the provisions of Section 203 of the Delaware General
Corporation Law, such Stockholder holds exclusive power to vote and dispose of
the Shares free and clear of any security interests, liens, claims, pledges,
options, rights of first refusal, agreement, charge, encumbrance or any other
restriction or limitation on such Stockholder's right to vote or dispose of the
Shares (including those issuable upon exercise of the Options), and such
Stockholder has not granted a proxy to any other Person to vote the Shares
(including those issuable upon exercise of the Options), subject to the
limitations set forth in this Agreement. The transfer by such Stockholder of
such Shares to Purchaser hereunder shall pass to and vest in Purchaser good and
valid title to such Shares and Options, free and clear of all security
interests, liens, claims, pledges, options, rights of first refusal, agreements,
charges, encumbrances, or any other restrictions or limitations on the
Stockholder's right to vote or dispose of the Shares (including those issuable
upon exercise of the Options) and proxies, charges and other encumbrances of any
nature whatsoever, other than any such encumbrance created by Purchaser.
(c) Such Stockholder has all necessary power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by such Stockholder and,
assuming due authorization, execution and delivery of this Agreement by Parent
and Purchaser, is a valid and binding obligation of the Stockholder enforceable
against such Stockholder in accordance with its terms.
(d) None of the execution and delivery of this Agreement by such
Stockholder, the consummation by such Stockholder of the transactions
contemplated hereby or compliance by such Stockholder with any of the provisions
hereof shall (i) result in violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, material modification or acceleration)
under any of the terms, conditions or provisions of any note, loan agreement,
bond mortgage, indenture, license, contract, commitment, lease, permit,
franchise, arrangement, understanding, agreement or other instrument or
obligation of any kind to which such Stockholder is a party or by which such
Stockholder or any of his properties or assets (including the Shares and
Options) may be bound, or (ii) violate any order, writ, injunction, decree,
judgment, law, statute, rule or regulation applicable to such Stockholder or any
of his properties or assets, excluding from the foregoing such violations,
breaches or defaults which would not, individually or in the aggregate, have a
material adverse effect on such Stockholder or which would materially impair the
ability of such Stockholder to consummate the transactions contemplated hereby.
(e) Except for any approvals required in connection with Section 203 of
the Delaware General Corporation Law, the execution and delivery of this
Agreement by such Stockholder does not, and the performance of this Agreement by
such Stockholder shall not, require any consent, approval, authorization or
permit of, or filing with or notification to, any court or arbitrator or any
governmental body, agency or official except for applicable requirements, if
any, of the Exchange Act, and except where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
would not prevent or delay the performance by such Stockholder of his
obligations under this Agreement.
(f) Except for ING Barings LLC, no investment banker, broker, finder or
other intermediary is, or will be, entitled to a fee or commission from
Purchaser, Parent or the Company in respect of this Agreement based on any
arrangement or agreement made by or on behalf of such Stockholder in his or her
capacity as a stockholder of the Company.
(g) Such Stockholder understands and acknowledges that Parent is entering
into, and causing Purchaser to enter into, the Merger Agreement in reliance upon
such Stockholder's execution and delivery of this Agreement.
Section 3. Transfer of the Shares. During the term of this Agreement,
except as otherwise expressly provided herein, each Stockholder agrees that such
Stockholder will not (a) tender into any tender or exchange offer or otherwise
sell, offer for sale, transfer, pledge, assign, hypothecate or otherwise dispose
of, or encumber with any security interest, lien, claim, pledge, option, right
of first refusal, agreement, charge or other encumbrance or restriction or
limitation on such Stockholder's right to vote or dispose of, whether directly
or indirectly, any of the Shares, (b) acquire any shares of Common Stock or
other securities of the Company (otherwise than in connection with a transaction
of the type described in Section 4 or by exercising any of the Options or
otherwise pursuant to Company Benefit Plans), (c) deposit the Shares into a
voting trust, enter into a voting agreement or arrangement with respect to the
Shares or grant any proxy or power of attorney with respect to the Shares, (d)
enter into any contract, commitment, arrangement, understanding or relationship
(including any profit sharing arrangement) with respect to the direct or
indirect acquisition or sale, transfer, pledge, assignment, hypothecation,
disposition or encumbrance with any security interest, lien, claim, pledge,
option, right of first refusal, agreement, charge or other encumbrance or
restriction or limitation, or other disposition of any interest in or the voting
of any Shares or any other securities of the Company, (e) exercise any rights
(including, without limitation, under Section 262 of the Delaware General
Corporation Law) to demand appraisal of any Shares which may arise with respect
to the Merger, or (f) take any other action that would in any way restrict,
limit or interfere with the performance of such Stockholder's obligations
hereunder or the transactions contemplated hereby or which would otherwise
diminish the benefits of this Agreement to Parent or Purchaser.
Section 4. Adjustments; Stop Transfer.
(a) In the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock or other securities of
the Company on, of or affecting the Shares or the like or any other action that
would have the effect of changing a Stockholder's ownership of the Company's
capital stock or other securities or (ii) a Stockholder becomes the beneficial
owner of any additional Shares of or other securities of the Company, then the
terms of this Agreement will apply to the shares of capital stock held by such
Stockholder immediately following the effectiveness of the events described in
clause (i) or such Stockholder becoming the beneficial owner thereof, as
described in clause (ii), as though they were Shares hereunder.
(b) Each Stockholder hereby agrees, while this Agreement is in effect, to
promptly notify Parent and Purchaser of the number of any new Shares acquired by
such Stockholder, if any, after the date hereof.
(c) Each Stockholder agrees with, and covenants to, Parent and Purchaser
that such Stockholder shall not request that the Company register the transfer
(book-entry or otherwise) of any certificate or uncertificated interest
representing any of the Shares, unless such transfer is made in compliance with
this Agreement.
Section 5. Tender of Shares. Each Stockholder hereby agrees that such
Stockholder will validly tender (or cause the record owner of such shares to
validly tender) and sell (and not withdraw) pursuant to and in accordance with
the terms of the Offer not later than the tenth business day after commencement
of the Offer (or if the Stockholder acquires Shares after the date hereof, the
earlier of the expiration date of the Offer and the tenth business day after
such Shares are acquired by such Stockholder), or, if the Stockholder has not
received the Offer Documents by such time, within five business days following
receipt of such documents, all of the then outstanding shares of Common Stock
beneficially owned by such Stockholder (including the shares of Common Stock
outstanding as of the date hereof and shares issued upon exercise (if any) of
the Options, in each case as set forth on Schedule A hereto opposite such
Stockholder's name). Upon the purchase by Parent of all of such then outstanding
shares of Common Stock beneficially owned by such Stockholder pursuant to the
Offer in accordance with this Section 5, this Agreement will terminate as it
relates to such Stockholder. In the event, notwithstanding the provisions of the
first sentence of this Section 5, any Shares beneficially owned by a Stockholder
are for any reason withdrawn from the Offer or are not purchased pursuant to the
Offer, such Shares will remain subject to the terms of this Agreement. Each
Stockholder acknowledges that Parent's obligation to accept for payment and pay
for the shares of Common Stock tendered in the Offer is subject to all the terms
and conditions of the Offer.
Parent and Purchaser hereby agree that, without the prior written consent
of the Company, they shall not (i) decrease the Transaction Consideration, (ii)
decrease the number of Shares to be purchased in the Offer, (iii) change the
form of consideration payable in the Offer or the Merger, (iv) add to or change
the conditions to the Offer set forth in Annex A to the Merger Agreement, (v)
waive the Minimum Condition or (vi) make any other change in the terms or
conditions of the Offer in any manner materially adverse to the Stockholders.
Section 6. Voting Agreement. Each Stockholder, by this Agreement,
does hereby (a) agree to appear (or not appear, if requested by Parent or
Purchaser) at any annual, special, postponed or adjourned meeting of the
stockholders of the Company or
otherwise cause the Shares such Stockholder beneficially owns on the record date
of any such meeting to be counted as present (or absent, if requested by Parent
or Purchaser) thereat for purposes of establishing a quorum and to vote or
consent, and (b) constitute and appoint Parent and Purchaser, or any nominee
thereof, with full power of substitution, during and for the term of this
Agreement, as his true and lawful attorney and proxy for and in his or her name,
place and xxxxx, to vote all the Shares such Stockholder beneficially owns at
the time of the record date for such vote, at any annual, special, postponed or
adjourned meeting of the stockholders of the Company (and this appointment will
include the right to sign his or her name (as stockholder) to any consent,
certificate or other document relating to the Company that laws of the State of
Delaware may require or permit), in the case of both (a) and (b) above, (x) in
favor of approval and adoption of the Merger Agreement and approval and adoption
of the Merger and the other transactions contemplated thereby, (y) against any
action, transaction or agreement that would result in a breach in any respect of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement, and (z) except as otherwise agreed to in
writing in advance by Purchaser, against the following actions (other than the
Merger and the transactions contemplated by the Merger Agreement): (A) any
extraordinary corporate transaction, such as a merger, consolidation or other
business combination involving the Company or any of its subsidiaries; (B) a
sale, lease or transfer of a material amount of assets of the Company or any of
its subsidiaries, or a reorganization, recapitalization, dissolution or
liquidation of the Company or any of its subsidiaries; (C) (1) any change in a
majority of the Persons who constitute the board of directors of the Company;
(2) any change in the present capitalization of the Company or any amendment of
the Company's Restated Certificate of Incorporation or By-Laws; (3) any other
material change in the Company's corporate structure or business; or (4) any
other action involving the Company or any of its subsidiaries which is intended,
or could reasonably be expected, to impede, interfere with, delay, postpone, or
materially adversely affect the Merger or any of the transactions contemplated
by this Agreement or the Merger Agreement. This proxy and power of attorney is a
proxy and power coupled with an interest, and each Stockholder declares that it
is irrevocable until this Agreement shall terminate in accordance with its
terms. Each Stockholder hereby revokes all and any other proxies with respect to
the Shares that such Stockholder may have heretofore made or granted. For Shares
as to which a Stockholder is the beneficial but not the record owner, such
Stockholder shall use his or its commercially reasonable efforts to cause any
record owner of such Shares to grant to Parent a proxy to the same effect as
that contained herein. Each Stockholder hereby agrees to permit Parent and
Purchaser to publish and disclose in the Offer Documents and the Proxy
Statement, any related filings under the securities laws and any press release
or announcement issued in accordance with the Merger Agreement such
Stockholder's identity, intent in and ownership of Shares and the nature of his
or her commitments, arrangements and understandings under this Agreement.
Section 7. Termination. This Agreement will terminate on the first to
occur of: (a) as to any Stockholder upon the purchase of all the Shares
beneficially owned by such Stockholder pursuant to the Offer in accordance with
Section 5, or (b) on the earlier to occur of (i) the Effective Time or (ii) the
date the Merger Agreement is terminated in accordance with its terms.
Section 8. Fees and Expenses. Except as otherwise expressly provided
herein or in the Merger Agreement, whether or not the Merger is consummated, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses.
Section 9. Further Assurances. Each party hereto will execute and deliver
all such further documents and instruments and take all such further action as
may be necessary in order to consummate the transactions contemplated hereby.
Section 10. Publicity. A Stockholder shall not issue any press release or
otherwise make any public statements with respect to this Agreement or the
Merger Agreement or the other transactions contemplated hereby or thereby
without the consent of Parent and Purchaser, except as may be required by
applicable law or applicable stock exchange rules.
Section 11. Stockholder Capacity. No person executing this Agreement
makes any agreement or understanding herein in such Stockholder's capacity as a
director or officer of the Company or any subsidiary of the Company. Each
Stockholder signs solely in such Stockholder's capacity as the beneficial owner
of such Stockholder's Shares and nothing herein shall limit or affect any
actions taken by a Stockholder in such Stockholder's capacity as an officer or
director of the Company or any subsidiary of the Company to the extent
specifically permitted by the Merger Agreement.
Section 12. Enforcement. The parties hereto agree that irreparable damage
may occur in the event that any of the provisions of this Agreement were not
performed in accordance with its specific terms or was otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any Delaware Court, this being in addition to
any other remedy to which they are entitled at law or in equity for damages or
otherwise.
Section 13. Miscellaneous.
(a) All representations and warranties contained herein will survive for
twelve months after the termination hereof. The covenants and agreements made
herein will survive in accordance with their respective terms.
(b) Any provision of this Agreement may be waived at any time by the
party that is entitled to the benefits thereof. No such waiver, amendment or
supplement will be effective unless in writing and signed by the party or
parties sought to be bound thereby. Any waiver by any party of a breach of any
provision of this Agreement will not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement or one or more sections hereof will not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
(c) This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof, and supersedes all prior
agreements among the parties with respect to such matters. This Agreement may
not be amended, changed, supplemented, waived or otherwise modified, except upon
the delivery of a written agreement executed by the parties hereto.
(d) This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware without regard to its rules of conflict of
laws. Each of the Stockholders, Parent and Purchaser hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the United
States District Court for the State of Delaware or any court of the State of
Delaware (the "Delaware Courts") for any litigation arising out of or relating
to this Agreement and the transactions contemplated hereby (and agrees not to
commence any litigation relating thereto except in such courts), waives any
objection to the laying of venue of any such litigation in the Delaware Courts
and agrees not to plead or claim in any Delaware Court that such litigation
brought therein has been brought in an inconvenient forum. Parent hereby
appoints The Corporation Trust Company as agent for service of process. The
address of such agent for service of process is Corporation Trust Center, 0000
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
(e) The descriptive headings contained herein are for convenience and
reference only and will not affect in any way the meaning or interpretation of
this Agreement. In this Agreement, unless the context otherwise requires, words
describing the singular number shall include the plural and vice versa, and
words denoting any gender shall include all genders and words denoting natural
persons shall include corporations and partnerships and vice versa. Whenever the
words "include," "includes" or "including" are used in this Agreement, they
shall be understood to be followed by the words "without limitation."
(f) All notices and other communications hereunder will be in writing and
will be given (and will be deemed to have been duly given upon receipt) by
delivery in person, by telecopy, or by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:
If to Parent or Purchaser to:
Xxxx Corporation
000 Xxxx Xxxxxx Xxxx Xxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxx Xxxx
Fax: (000) 000-0000
with a copy to:
Xxxx Corporation
000 Xxxx Xxxxxx Xxxx Xxxx
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxx Xxxxxxx
Fax: (000) 000-0000
and a copy to:
Xxxxxxxx Xxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, XX
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Attention: X. Xxxxxxxx Xxxxxxxxx, Jr.
Fax: (000) 000-0000
If to a Stockholder, at the address set forth on Schedule A hereto or to
such other address as any party may have furnished to the other parties in
writing in accordance herewith.
(g) This Agreement may be executed by the parties hereto in separate
counterparts, each of which, when so executed and delivered, shall be an
original. All such counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.
(h) This Agreement is binding upon and is solely for the benefit of the
parties hereto and their respective successors, legal representatives and
assigns. Neither this Agreement nor any of the rights, interests or obligations
under this Agreement will be assigned by any of the parties hereto without the
prior written consent of the other parties, except that Parent and Purchaser
will have the right to assign to any direct or indirect wholly owned subsidiary
of Parent or Purchaser any and all rights and obligations of Parent or Parent
under this Agreement, provided that any such assignment will not relieve either
Parent or Purchaser from any of its obligations hereunder.
(i) Any term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.
(j) All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity will be cumulative and
not alternative, and the exercise of any thereof by either party will not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party.
IN WITNESS WHEREOF, each of the Parent and Purchaser has caused this
Agreement to be signed by its officer or director thereunto duly authorized and
each Stockholder has signed this Agreement, all as of the date first written
above.
XXXX CORPORATION
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: President and Chief Executive Officer
JEWELRY EXPANSION CORP.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: President
[Signatures continued on following page]
STOCKHOLDERS:
/s/ Xxxxxxx X. Penske
Xxxxxxx X. Penske
[Signatures continued on following page]
STOCKHOLDERS:
XXXXXXX CAPITAL, FLP
/s/ Xxxxxxx X. Penske
By: Xxxxxxx X. Penske
[Signatures continued on following page]
STOCKHOLDERS:
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
[Signatures continued on following page]
STOCKHOLDERS:
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
[Signatures continued on following page]
STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
[Signatures continued on following page]
STOCKHOLDERS:
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
[Signatures continued on following page]
STOCKHOLDERS:
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
[Signatures continued on following page]
STOCKHOLDERS:
Xxxxx X. Xxxxxxxxx
[Signatures continued on following page]
STOCKHOLDERS:
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
[Signatures continued on following page]
STOCKHOLDERS:
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
[Signatures continued on following page]
STOCKHOLDERS:
GRAT 0119 FBO XXXXXXX X. PENSKE
GRAT 1221 FBO XXXXXXX X. PENSKE
GRAT 1223 FBO XXXXXXX X. PENSKE
GRAT 1225 FBO XXXXXXXX X. XXXXXX
GRAT 1227 FBO XXXXXXXX X. XXXXXX
TRUSTS FBO XXXXXXXX X. XXXXXX
TRUSTS FBO CRISLYN A. PENSKE
TRUSTS FBO XXXX X. PENSKE
TRUSTS FBO R. XXXXXXX XXXXXX
/s/ Crislyn A. Penske
By: Crislyn A. Penske
/s/ Xxxxxxxx Xxxxxx Xxxxxxxxx
By: Xxxxxxxx Xxxxxx Xxxxxxxxx
SCHEDULE A
Stockholder Number of Shares Number of
Options
Xxxxxxx X. Penske 214,389 42,500
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
GRAT 0119 FBO 42,462 -
XXXXXXX X. PENSKE
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
GRAT 1221 FBO 218,938 -
XXXXXXX X. PENSKE
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
GRAT 1223 FBO 244,453 -
XXXXXXX X. PENSKE
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
GRAT 1225 FBO 260,032 -
XXXXXXXX X. XXXXXX
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
GRAT 1227 FBO 267,154 -
XXXXXXXX X. XXXXXX
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Xxxxxxx Capital, 2,000,000 -
FLP
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Number of Shares Number of
Options
Stockholder
Trusts FBO 51,288 -
Xxxxxxxx X. Xxxxxx
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Trusts FBO 51,288 -
Crislyn A. Penske
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Trusts FBO Xxxx 51,288 -
P. Penske
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Trusts FBO R. 51,288 -
Xxxxxxx Xxxxxx
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Xxxx X. Xxxxxxxxx 50,261 -
0000 Xxxxxx Xxxx
Xxx.
Xxxxxxxxx, XX
00000
Number of Shares Number of
Options
Stockholder
Xxxxx X. Xxxxxxx 64,434 67,997
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Xxxxxx X. Xxxxxx 30,578 67,997
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Xxxxxxx X. 7,276 11,300
Hollander
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Xxxxxxx X. Xxxxxx 18,425 18,800
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Xxxxx X. Xxxxxxxxx 2,109 18,800
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Xxxx X. Xxxxxx 71,834 18,000
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Xxxx X. Xxxxxx 28,236 15,000
0000 Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
