EXHIBIT A
Form of Stockholder Agreement
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT (the "Agreement") dated as of December 2,
1998, by and between KCI Acquisition Corp., a Delaware corporation (the
"Company"), and ___________ (the "Stockholder").
WHEREAS, as of the date hereof the Stockholder owns beneficially and
of record ____________ shares of Common Stock of Valley Forge Corporation, a
Delaware corporation ("VFC") (all such shares and any shares hereafter
acquired by the Stockholder prior to the termination of this Agreement being
referred to herein as the "Shares");
WHEREAS, concurrently herewith, Key Components, Inc., a New York
corporation, VFC and the Company are entering into an Agreement and Plan of
Merger (as such Agreement may hereafter be amended from time to time, the
"Merger Agreement"); and
WHEREAS, as a condition to the willingness of the Company to enter
into the Merger Agreement, the Company has requested that the Stockholder
agree, and, in order to induce the Company to enter into the Merger
Agreement, the Stockholder has agreed, to vote the Shares as set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
representations warranties, covenants and agreements set forth herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
1.1 TENDER OF THE SHARES. On or after January 4, 1999 the
Stockholder shall tender the Shares to the Company, pursuant to the Offer
contemplated in Article I of the Merger Agreement and shall not withdraw the
Shares therefrom prior to the termination or expiration of the Offer or the
termination of the Merger Agreement.
1.2 TRANSFER OF SHARES. Except as required by Section 1.1, until the
close of business on the date of the special meeting of stockholders of VFC
(including any adjournments thereof, the "VFC Special Meeting") called to
consider and vote upon the transactions contemplated by the Merger Agreement
(the "Transactions"), the Stockholder will not (a) sell, pledge or otherwise
dispose of any of the Shares, (b) deposit the Shares into a voting trust or
enter into a voting agreement or arrangement with respect to the Shares
(other than this Agreement), or grant any proxy with respect thereto (other
than a proxy naming the Stockholder as one of the proxyholders), or (c) enter
into any contract, option or other arrangement or undertaking with respect to
the direct or indirect sale, assignment, transfer or other disposition of any
of the Shares.
1.3 VOTING OF SHARES; FURTHER ASSURANCES. The Stockholder, by this
Agreement, does hereby constitute and appoint the Purchaser, or any nominee
of the Purchaser, with full power of substitution, during and for the term of
this Agreement, as such Stockholder's true and lawful attorney and proxy, for
and in its name, place and stead, to vote each of the Stockholder's Shares as
such Stockholder's proxy, at the VFC Special Meeting (including the right to
sign the Stockholder's name (as a stockholder) to any consent, certificate or
other document relating to the Company that the DGCL may permit or require)
(a) in favor of the adoption of the Merger Agreement and approval of the
Transactions, (b) in favor of any other matter necessary to the consummation
of the transactions contemplated by the Merger Agreement and considered and
voted upon at the VFC Special Meeting, and (c) against any Acquisition
Proposal or any other action or agreement that would result in a breach of
any covenant, representation or warranty or another obligation or agreement
of the Company under the Merger Agreement or that could result in any of the
conditions to the Parent's or Purchaser's obligations under the Merger
Agreement not being fulfilled. THIS PROXY AND POWER OF ATTORNEY IS
IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder acknowledges
receipt and review of a copy of the Merger Agreement. Nothing in this Section
1.3 or elsewhere in this Agreement shall affect the Stockholders fiduciary
obligations as an officer or director of VFC.
ARTICLE II
2.1 NOTICES. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly
given or made as of the date delivered, mailed or transmitted, and shall be
effective upon receipt, if delivered personally, mailed by registered or
certified mail (postage prepaid, return receipt requested) to the parties at
the following addresses (or at such other address for a party as shall be
specified by like changes of address) or sent by electronic transmission to
the fax number specified below:
(a) If to the Company:
KCI Acquisition Corp.
c/o Millbrook Capital management, Inc.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxx
Fax: 000-000-0000
with a copy to:
Xxxxx Xxxx Xxxxx Constant & Xxxxxxxx
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxx
Fax: 000-000-0000
(b) If to the Stockholder:
with a copy to:
Husch & Eppenberger, LLC
000 X. Xxxxxxxx, Xxxxx 0000
Xx. Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxx, Esq.
Fax: 000-000-0000
2.2 HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
2.3 SEVERABILITY. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of this Agreement 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 hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible to the
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fullest extent permitted by applicable law in an acceptable manner to the end
that the provisions hereof are fulfilled to the extent possible.
2.4 ENTIRE AGREEMENT. This Agreement, together with the Merger
Agreement and the other agreements contemplated thereby, constitute the
entire agreement of the parties and supersedes all prior agreements and
undertakings, both written and oral, between the parties, or any of them,
with respect to the subject matter hereof. The parties hereto agree that
until the sale of the Shares or the termination of the Offer the stockholder
shall retain all benefits and burdens of ownership of the shares except as
otherwise expressly provided herein.
2.5 CERTAIN EVENTS. The Stockholder agrees that this Agreement and
the obligations hereunder shall be binding upon any person to which legal or
beneficial ownership (as such term is applied under Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of the Shares shall pass,
whether by operation of law or otherwise. Notwithstanding any transfer of
Shares, the transferor shall remain liable for the performance of all
obligations under this Agreement of the transferor.
2.6 ASSIGNMENT. This Agreement shall not be assigned by
operation of law or otherwise.
2.7 PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, intended to or shall confer upon any person
any right, benefit or remedy of any nature whatsoever under or by reason of
this Agreement.
2.8 SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damages would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
2.9 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without
giving effect to principles of conflicts of laws.
2.10 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of
which, taken together, shall constitute one and the same agreement.
2.11 TERM. The term of this Agreement shall commence as of the date
hereof and shall continue until the first to occur of (a) the closing of the
transactions contemplated by the Merger Agreement, or (b) the valid
termination of the Merger Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
("STOCKHOLDER") KCI ACQUISITION CORP.
_____________________________ By:___________________________
Name:
Title:
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