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PRINCIPAL STOCKHOLDERS AGREEMENT
This PRINCIPAL STOCKHOLDERS AGREEMENT (this "Agreement"' dated as of
August 17, 1999, is entered into by and among Adecco, a societe anonyme
("Adecco"), Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, 1985 Xxxxxx Xxxxxxx
Trust, 1995 Succeeding GRAT, Trust FBO Xxxxxx Xxxxxx and Trust FBO Xxxxxx
Xxxxxx, each a record owner of outstanding Class B Common Stock of Olsten
Corporation as well as certain Common Stock of Olsten Corporation,
individually and/or as trustees of certain trusts, all as set forth on Exhibit
"A" (collectively, the "Stockholders" and each a "Stockholder").
RECITALS
A. Immediately prior to the execution of this Agreement, Adecco and Olsten
Corporation have entered into an Agreement and Plan of Merger (as such
agreement may hereafter be amended from time to time, the "Merger Agreement"),
pursuant to which (i) Merger Sub, a wholly-owned subsidiary of Adecco, will be
merged with and into Moses, which will be the surviving corporation in the
Merger, and will, as a result of the Merger, become a wholly-owned subsidiary
of Adecco and (ii) as a result of the Merger, the stockholders of Olsten
Corporation will receive the Closing Consideration.
B. As an inducement and a condition to entering into the Merger Agreement,
Adecco has required that the Stockholders agree, and the Stockholders have
agreed, to enter into this Agreement.
C. Prior to the date hereof, Adecco and the Stockholders had no agreement,
arrangement or understanding (as such terms are used in Section 203 of the
Delaware General Corporation Law) for the purpose of acquiring, holding,
voting or disposing of the Shares (as such term is defined below).
AGREEMENT
In consideration of the Recitals and the mutual promises contained
herein, and other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Certain Definitions. Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Merger Agreement. For
purposes of this Agreement:
"Permitted Transfer" means a sale, transfer, assignment or
other disposition to a Permitted Transferee.
"Permitted Transferee" means any person who is (A) the spouse
or former spouse of, or any lineal descendent of, or any spouse of such lineal
descendant of, or the grandparent, parent, brother or sister of, or spouse of
such brother or sister of, a Stockholder or Permitted Transferee; (B) upon the
death of any Stockholder or any Permitted Transferee of such person, the
executors of the estate of such Stockholder or such Permitted Transferee, and
any of such Stockholder's or such Permitted Transferee's
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heirs, testamentary trustees, devisees, or legatees; (C) any trust principally
for the benefit of one or more of the foregoing Stockholders or permitted
Transferees; (D) upon the disability of any Stockholder or Permitted
Transferee, any guardian or conservator of such Stockholder or such Permitted
Transferee; or (E) any corporation, partnership or other entity if all of the
beneficial ownership is held by Stockholders or Permitted Transferees;
provided that in each case such transferee assumes and agrees to perform and
becomes a party to this Agreement, agrees not to make or in any way assist in
the making of any proposal involving an Acquisition Transaction, and agrees
not to dissent in the Merger, all on terms reasonably acceptable to Adecco,
and provided further that as a result of any such transfer no Class B Common
Stock, par value $.10 per share, of Olsten Corporation is converted into
Common Stock, par value $.10 per share, of Olsten Corporation. For purposes of
this Agreement, when a Permitted Transferee has acquired Shares in accordance
herewith, such person shall be deemed a "Stockholder" hereunder.
"Person" shall mean an individual, corporation, limited
liability company, partnership, joint venture, association, trust,
unincorporated organization or other entity.
"Shares" shall mean the Common Stock, par value $.10 per share,
and the Class B Common Stock, par value $.10 per share, of Olsten Corporation
owned by the Stockholders on the date hereof and any shares acquired by any
Stockholder in any capacity after the date hereof and prior to the termination
of this Agreement. "Shares" shall include Shares acquired upon the exercise of
options, warrants or rights, the conversion or exchange of convertible or
exchangeable securities, or by means of purchase, dividend, distribution,
gift, bequest, inheritance or as a successor in interest in any capacity or
otherwise. In the event of a stock dividend or distribution, or any change in
the Common Stock or Class B Common Stock by reason of any stock dividend,
split-up, recapitalization, reclassification, combination, exchange of shares
or the like, the term "Shares" shall be deemed to refer to and include the
Shares as well as all such stock dividends and distributions and any shares
into which or for which any or all of the Shares may be changed, reclassified
or exchanged and appropriate adjustments shall be made to the terms and
provisions of this Agreement. "Shares" shall also include voting trust
certificates issued in respect of any Shares.
2. Voting of Shares; No Inconsistent Agreements.
(a) Each Stockholder hereby severally and not jointly and solely with
respect to the Shares held of record by such Stockholder, agrees that during
the period commencing on the date hereof and continuing until the termination
of this Agreement in accordance with its terms, at any meeting (whether annual
or special and whether or not an adjourned or postponed meeting) of the
holders of Common Stock or Class B Common Stock, however called, or in
connection with any written consent of the holders of Common Stock or Class B
Common Stock, such Stockholder shall vote (or cause to be voted) all of the
Shares held of record by such Stockholder (i) in favor of the Merger, the
execution, delivery and performance of the Merger Agreement and the approval
and adoption of the terms thereof and each of the other actions contemplated
by the Merger Agreement, the Separation Agreement and this Agreement and any
actions required in furtherance thereof and hereof (the "Subject
Transactions"); (ii) against any Acquisition Transaction (other than the
Merger and the transactions contemplated thereby) and against any action or
agreement that would result in a breach in any respect of any covenant.
representation or warranty or any other obligation or agreement under the
Merger Agreement or the Separation Agreement or this Agreement; and (iii)
except as otherwise agreed to in writing in advance by Adecco, and regardless
of the status of the
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Merger and the transactions contemplated by this Agreement, the Merger
Agreement, or the Separation Agreement. against the following actions (other
than pursuant to the terms of this Agreement, the Merger Agreement, or the
Separation Agreement): (A) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving Olsten
Corporation or any of its Subsidiaries; (B) any sale, lease or transfer by
Olsten Corporation of a material amount of assets (including stock) of Olsten
Corporation or any of its Subsidiaries, or a merger, restructuring,
recapitalization, special dividend, dissolution or liquidation of Olsten
Corporation or any of its Subsidiaries; or (C)(1) any change in a majority of
the persons who constitute the board of directors of Olsten Corporation or any
of its Subsidiaries; (2) any change in the present capitalization of Olsten
Corporation or any of its Subsidiaries including any proposal to sell a
substantial equity interest in Olsten Corporation or any of its Subsidiaries;
(3) any amendment of Olsten Corporation's or any of its Subsidiaries' charters
or By-laws; (4) any other change in Olsten Corporation's or any of its
Subsidiaries' corporate structure or business; or (5) any other action which,
in the case of each of the matters referred to in clauses (C)(1), (2), (3) or
(4), is intended, or could reasonably be expected, to impede, interfere with,
delay, postpone, or materially adversely affect this Agreement, the Merger
Agreement, the Separation Agreement, the Merger, the Split-Off or the
transactions contemplated by this Agreement, the Merger Agreement and the
Separation Agreement. In addition, such Stockholder agrees that it will, upon
request by Adecco, furnish written confirmation, in form and substance
reasonably acceptable to Adecco, of such Stockholder's vote in the manner
required by clauses (i)-(iii) of this Section 2(a). Each Stockholder
acknowledges receipt and review of a copy of the Merger Agreement.
(b) Each Stockholder severally and not jointly agrees that it shall
not enter into any agreement or understanding with any Person the effect of
which would be inconsistent with or violative of the provisions and agreements
contained herein, including in this Section 2, and shall take all such actions
necessary to approve, if so requested by Adecco, all or any actions incident
to the Subject Transactions or the other matters referred to in this Section 2
by stockholder written consent.
3. Other Stockholder Covenants.
(a) Restriction on Transfer; Proxies and Non-interference. Except for
Permitted Transfers or as expressly permitted herein, each Stockholder
severally and not jointly agrees that it shall not directly or indirectly:
(i) offer for sale, sell, transfer, tender, pledge, encumber,
assign or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to, or consent to the offer for
sale, sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of (collectively, "transfer"), any or all of the Shares or any
interest therein; provided that nothing in this Agreement shall in any manner
restrict the ability of the Stockholders to pledge or encumber any shares in
connection with one or more bona fide loans or advances to such Stockholder by
one or more institutional lenders, but only if and so long as (A) each such
lender expressly (on behalf of itself and any transferee of the collateral)
assumes and agrees to perform and becomes a party to this Agreement, agrees
not to make or assist in any way in the making of a proposal involving an
Acquisition Transaction (other than the Merger and the transactions
contemplated by the Merger Agreement). and agrees not to dissent in the
Merger, which agreement shall be on terms reasonably acceptable to Adecco, (B)
as a result of such pledge or encumbrance the subject Shares are not converted
into Common Stock, par value $.10 per share, of Olsten Corporation. and (C) in
the event of any
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foreclosure or other sale or retention of Shares by such a lender, the subject
Shares are not so converted (a loan or advance meeting such requirements being
herein called a "Loan");
(ii) grant any proxies or powers of attorney, deposit the Shares
into a voting trust or enter into a voting agreement with respect to the
Shares; provided that nothing in this Agreement shall in any manner restrict
the ability of any Stockholder to enter into any voting agreement in
connection with any Loan which is operative only upon default under such Loan
and is not inconsistent with this Agreement; or
(iii) take any action that would make any representation or
warranty of such Stockholder contained herein untrue or incorrect or would
result in a breach by such Stockholder of its obligations under this Agreement
or a breach by Olsten Corporation of its obligations under the Merger
Agreement or the Separation Agreement.
(b) No Solicitation.
(i) From the date hereof through the Closing Date or the earlier
termination of this Agreement in accordance with its terms, each Stockholder
severally and not jointly agrees that it shall not, and shall not permit any
of its Subsidiaries, or any of its or their officers, directors, employees,
representatives, agents or Affiliates (including, without limitation, any
investment banker, attorney or accountant retained by any Stockholder) to,
directly or indirectly, enter into, solicit, initiate or continue any
discussions or negotiations with, or encourage or respond to any inquiries or
proposals by, or participate in any negotiations with, or provide any
information to, or otherwise cooperate in any other way with or facilitate or
encourage, any Person or group, other than Adecco and its Affiliates,
concerning any Acquisition Transaction. Each Stockholder severally and not
jointly agrees that it will immediately notify Adecco if any discussions or
negotiations are sought to be initiated or continued, any inquiry or proposal
is made, or any information or documents is requested with respect to any
Acquisition Transaction, and notify Adecco of the terms of any proposal which
it may receive in respect of any such Acquisition Transaction, including the
identity of the prospective purchaser or soliciting party if known.
(ii) Each Stockholder severally and not jointly further agrees to
use its best efforts as a stockholder to cause Olsten Corporation not to,
directly or indirectly, solicit, initiate, seek, or encourage (including by
way of furnishing information or assistance), or take other action to
facilitate, any inquiries or the making of any proposal which constitutes or
may reasonably be expected to lead to, an Acquisition Transaction.
(iii) The provisions of this Section 3(b) shall not prohibit any
director of Olsten Corporation from taking actions in his capacity as such
which are permitted or required under the Merger Agreement.
(c) Reliance. Each Stockholder understands and acknowledges that
Adecco is entering into the Merger Agreement in reliance upon each
Stockholder's execution and delivery of this Agreement.
(d) Further Assurances. From time to time, at Adecco's request and
without further consideration, each Stockholder severally and not jointly
agrees that it shall execute and deliver such additional documents and take
all such further lawful action as may be necessary or desirable to consummate
and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.
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Without limitation, each Stockholder who is a party to any agreement that may
conflict with this Agreement has caused such other agreement to be amended to
the extent required (if any) to permit him or her to enter into and perform
this Agreement.
(e) No Conversion. No Stockholder shall permit or take any action to
cause any shares of Class B Common Stock, par value $.10 per share, which such
Stockholder owns to be converted into shares of Common Stock, par value $.10
per share, and shall take any and all action required to prevent such
conversion.
4. Representations and Warranties of Stockholders. Each Stockholder hereby
severally and not jointly (and solely with respect to itself and the Shares
owned of record by such Stockholder) represents and warrants to Adecco as
follows:
(a) Ownership of Shares. Such Stockholder is the owner of record of
the Shares set forth on Exhibit A hereto. On the date hereof, the Shares set
forth on Exhibit A hereto constitute all of the Shares owned of record by such
Stockholder. With respect to the number of shares set forth opposite such
Stockholder's name on Exhibit A hereto, and with the exceptions noted thereon,
such Stockholder has sole voting power and sole power to issue instructions
with respect to the matters set forth in Sections 2 and 3 hereof, sole power
of disposition, sole power of conversion. sole power to demand appraisal
rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Shares with no limitations,
qualifications or restrictions on such rights, subject to applicable
securities laws and the terms of this Agreement. The execution and delivery of
this Agreement does not cause an automatic conversion of the Shares.
(b) Due Authorization; Binding Agreement. Such Stockholder is, as
applicable, duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, and has all requisite capacity,
power and authority to execute and deliver this Agreement and perform its
obligations hereunder. The execution and delivery by such Stockholder of this
Agreement and the performance by such Stockholder of its obligations hereunder
have been duly and validly authorized by such Stockholder and no other
proceedings on the part of the such Stockholder are necessary to authorize the
execution, delivery or performance of this Agreement or the consummation of
the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by such
Stockholder and constitutes a valid and binding agreement enforceable against
such Stockholder in accordance with its terms except to the extent (i) such
enforcement may be limited by applicable bankruptcy, insolvency or similar
laws affecting creditors rights and (ii) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
(c) No Conflicts. Except for filings, authorizations, consents and
approvals contemplated by the Merger Agreement or the Separation Agreement and
necessary for the consummation of the transactions contemplated hereby and
thereby, (i) no filing with, and no permit, authorization, consent or approval
of, any state or federal public body or authority is necessary for the
execution and delivery of this Agreement by such Stockholder, the consummation
by such Stockholder of the transactions contemplated hereby and the compliance
by such Stockholder with the provisions hereof and (ii) 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
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Stockholder with any of the provisions hereof shall (A) conflict with or
result in any breach of the organizational documents of such Stockholder, (B)
result in a 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, arrangement,
understanding, agreement or other instrument or obligation of any kind,
including, without limitation, any voting agreement, proxy arrangement, pledge
agreement, shareholders agreement or voting trust, to which such Stockholder
is a party or by which such Stockholder or any of its properties or assets may
be bound, or (C) violate any order, writ, injunction, decree, judgment,
statute, rule or regulation applicable to such Stockholder or any of its
properties or assets.
(d) No Encumbrances. Except as set forth on Exhibit A, the Shares and
the certificates representing such Shares are now, and at all times during the
term hereof, will be, held by such Stockholder or any Permitted Transferee, or
by a nominee, custodian or trust for the benefit of such Stockholder or any
Permitted Transferee, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such arising hereunder.
(e) No Finder's Fees. No broker, investment banker, financial advisor
or other person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Stockholder.
5. Representations and Warranties of Adecco. Adecco represents and
warrants to the Stockholders as follows:
(a) Organization. Adecco is a societe anonyme duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and has all requisite corporate power or other power and
authority to execute and deliver this Agreement and perform its obligations
hereunder. The execution and delivery by Adecco of this Agreement and the
performance by Adecco of its obligations hereunder have been duly and validly
authorized by its Board of Directors and, except as contemplated by the Merger
Agreement, no other corporate proceedings on the part of Adecco are necessary
to authorize the execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby.
(b) Agreement. This Agreement has been duly and validly executed and
delivered by Adecco and constitutes a valid and binding agreement of Adecco
enforceable against Adecco in accordance with its terms, except that (i) such
enforcement may be subject to applicable bankruptcy, insolvency, or other
similar laws, now or hereafter in effect, affecting creditors' rights
generally, and (ii) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceedings therefor may be
brought.
(c) No Conflicts. Except for filings, authorizations, consents, and
approvals contemplated by the Merger Agreement or the Separation Agreement and
necessary for the consummation of the transactions contemplated hereby and
thereby, (i) no filing with, and no permit, authorization, consent or approval
of, any state or federal public body or authority is necessary for the
execution of this Agreement by Adecco and the
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consummation by Adecco of the transactions contemplated hereby, and (ii) none
of the execution and delivery of this Agreement by Adecco, the consummation by
Adecco of the transaction contemplated hereby or compliance by Adecco with any
of the provisions hereof shall (A) conflict with or result in any breach of
the charter or bylaws of Adecco, (B) result in a 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
modifications or acceleration) under any of the terms, conditions or
provisions of any note, loan agreement, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which Adecco is a party or by which
Adecco or its properties or assets may be bound, or (C) violate any order,
writ, injunction, decree, judgment, statute, rule or regulation applicable to
Adecco or its properties or assets.
6. Stop Transfer. Each Stockholder severally and not jointly agrees with,
and covenants to, Adecco that such Stockholder shall not request that Olsten
Corporation register the transfer (by book-entry or otherwise) of any
certificate or uncertificated interest representing any of the Shares, unless
such transfer is in compliance with this Agreement.
7. Termination. This Agreement shall terminate upon the earliest of (i)
the Closing Date, or (ii) the termination of the Merger Agreement in
accordance with its terms; provided that the provisions of Section 10 shall
survive any termination of this Agreement, and provided further that no such
termination shall relieve any party of liability for a breach hereof prior to
termination.
8. Confidentiality and Public Announcements. The parties recognize that
successful consummation of the transactions contemplated by this Agreement may
be dependent upon confidentiality with respect to the matters referred to
herein. In this connection, pending public disclosure thereof, each of the
parties hereto severally and not jointly agrees not to disclose or discuss
such matters with anyone not a party to this Agreement (other than its
counsel, advisors, corporate parents and Affiliates) without the prior written
consent of the other parties hereto, except for filings required pursuant to
the Exchange Act and the rules and regulations thereunder or disclosures its
counsel advises are necessary in order to fulfill its obligations imposed by
law or the requirements of any securities exchange. At all times during the
term of this Agreement, the parties hereto will consult with each other before
issuing or making any reports, statements or releases to the public with
respect to this Agreement or the transactions contemplated hereby and will use
good faith efforts to agree on the text of public reports, statements or
releases. For purposes of this Section, any consultation or consent required
of Adecco may be obtained from Xx. Xxxxx X. Xxxxx, and any consultation or
consent required from the Stockholders may be obtained from Xxxxxx Xxxxxx.
9. Voting Agreement. Adecco agrees that it shall vote (or cause to be
voted) all shares of Common Stock with respect to which Adecco has voting
power in favor of the Merger, the execution and delivery of the Merger
Agreement and the Separation Agreement and the approval and adoption of the
terms thereof and each of the other actions contemplated by the Merger
Agreement and the Separation Agreement and any action required in furtherance
thereof.
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10. General Provisions.
(a) Nonsurvival of Representations, Warranties and Agreements. Except
as provided in Xxxxxxx 0, xxxx of the representations, warranties, covenants
and agreements in this Agreement shall survive the Closing Date.
(b) Expenses. Whether or not the transactions contemplated hereby are
consummated, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such expenses, except as otherwise specifically noted herein or in the Merger
Agreement.
(c) Notices. All notices, requests. demands and other communications
which are required or may be given under this Agreement shall be in writing
and shall be deemed to have been duly given when received if personally
delivered; when transmitted if transmitted by telecopy. electronic or digital
transmission method; the day after it is sent, if sent for next day delivery
to a domestic address by recognized overnight delivery service (e.g., Federal
Express); and upon receipt, if sent by certified or registered mail, return
receipt requested. In each case notice shall be sent to:
(i) if to Adecco, to:
Attention: Xx. Xxxxx X. Xxxxx
1275 Cheserex
Switzerland
Telephone: 000 00 00 000 0000
Telecopy: 011 41 21 321 6688
with copies to:
Xxxxxx & Xxxxxxx
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
(ii) if to the Stockholders, to the respective addresses and with
the copies set forth on Exhibit A.
(d) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. Headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the word "include", "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words
"without limitation". This Agreement shall not be construed for or against
either party by reason of the authorship or alleged authorship of any
provision hereof or by reason of the status of the respective parties. All
terms defined in this Agreement in the singular shall have comparable meanings
when used in the plural, and vice versa, unless otherwise specified.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and is
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not intended to confer upon any person other than the parties hereto any
rights or remedies hereunder.
(f) Assignment. Except in connection with Permitted Transfers or as
permitted in Section 3(a), neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned (whether by operation of
law or otherwise) by any Stockholder without the consent of Adecco, or by
Adecco without the consent of the Stockholders holding 66% of the Shares
subject to this Agreement. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the
parties and their respective successors and assigns.
(g) Governing Law. This Agreement shall be construed, interpreted and
the rights of the parties determined exclusively in accordance with the laws
of the State of Delaware (without reference to the choice of law provisions),
except with respect to matters of law concerning the internal corporate
affairs of any corporate entity which is a party to or the subject of this
Agreement, and as to those matters the law of the jurisdiction under which the
respective entity derives its powers shall govern.
(h) Severability. Each party agrees that, should any court or other
competent authority hold any provision of this Agreement or part hereof to be
null, void or unenforceable, or order any party to take any action
inconsistent herewith or not to take an action consistent herewith or required
hereby, the validity, legality and enforceability of the remaining provisions
and obligations contained or set forth herein shall not in any way be affected
or impaired thereby. Upon any such holding that any provision of this
Agreement is null, void or unenforceable, the parties will negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated by this Agreement are consummated to the extent
possible. Except as otherwise contemplated by this Agreement, to the extent
that a party hereto took an action inconsistent herewith or failed to take
action consistent herewith or required hereby pursuant to an order or judgment
of a court or other competent authority, such party shall incur no liability
or obligation unless such party did not in good faith seek to resist or object
to the imposition or entering of such order or judgment.
(i) Injunctive Relief. The parties acknowledge 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 or entity will be
irreparably damaged and will not have an adequate remedy at law. Any such
person or entity shall, therefore, be entitled to injunctive relief, including
specific performance, to enforce such obligations, and if any action should be
brought in equity to enforce any of the provisions of this Agreement, none of
the parties shall raise the defense that there is an adequate remedy at law.
(j) Attorneys' Fees. If any party to this Agreement brings an action
to enforce its rights under this Agreement, the prevailing party shall be
entitled to recover its costs and expenses. including without limitation
reasonable attorneys' fees, incurred in connection with such action, including
any appeal of such action.
(k) Cumulative Remedies. All rights and remedies of either party
hereto are cumulative of each other and of every other right or remedy such
party may otherwise have at law or in equity, and the exercise of one or more
rights or remedies shall not prejudice or impair the concurrent or subsequent
exercise of other rights or remedies.
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(l) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same instrument and
shall become effective when executed and delivered by each of the parties.
(m) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by the parties
hereto.
(n) Binding Agreement. Each Stockholder agrees that this Agreement and
the obligations hereunder shall attach to the Shares and, shall be binding
upon any person or entity to which ownership of such shares shall pass,
whether by operation of law or otherwise, including, without limitation, such
Stockholder's heirs, distributees, guardians, administrators, executors, legal
representatives, or successors or other transferees (for value or otherwise)
and any other successors in interest. Notwithstanding any transfer of Shares,
the transferor shall remain liable for the performance of all obligations
under this Agreement of the transferor.
(o) Obligations of the Stockholders. The liabilities and obligations
of each Stockholder under any provision of this Agreement are several and not
joint and apply solely to such Stockholder and to the Shares held of record by
such Stockholder. No Stockholder shall have any liability or obligation under
this Agreement for any act, omission or breach by any other Stockholder.
(p) Service of Process. Each of the parties hereto irrevocably
consents to the service of any process, pleading, notices or other papers by
the mailing of copies thereof by registered, certified or first class mail,
postage prepaid, to such party at such party's address set forth herein, or by
any other method provided or permitted under Delaware law. Additionally, each
party hereby appoints RL&F Service Corp., Xxx Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000 as agent for service of process in Delaware.
(i) Consent and Jurisdiction. Each party irrevocably and
unconditionally agrees and consents that any suit, action or other legal
proceeding arising out of or related to this Agreement shall be brought and
heard exclusively in New Castle County, State of Delaware and each party
irrevocably consents to personal jurisdiction in any and all tribunals in said
County.
Page 21 of 30 Pages
IN WITNESS WHEREOF, the parties have executed this Principal
Stockholders as of the date first written above.
Adecco SA,
a societe anonyme organized
under the laws of Switzerland
_____ Aug. 17th, 1999 [handwritten] By:
/s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Executive Officer
_____ Aug. 17th, 1999 [handwritten] By:
/s/ X. X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
Page 22 of 30 Pages
STOCKHOLDERS
/s/Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
/s/Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
/s/
--------------------------------
Name: Xxxxxx Xxxxxx
/s/Xxxxxx Xxxxxx
--------------------------------
For the 1985 Xxxxxx Xxxxxxx Trust
Name: Xxxxxx Xxxxxx
/s/
---------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxx
/s/Xxxxxx Xxxxxx
---------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxx
/s/
---------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxxxxx
/s/
---------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxx
/s/Xxxxxx Xxxxxx
---------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
/s/
---------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxxxxx
Page 23 of 30 Pages
/s/
---------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxx
/s/
---------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
/s/
---------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxxxxx
/s/Xxxxxx Xxxxxxxxxxx
---------------------------------
For the Olsten Descendants
Name: Xxxxxx Xxxxxxxxxxx
/s/Xxxxxx Xxxxxx
--------------------------------
For the Olsten Descendants
Name: Xxxxxx Xxxxxx
Page 24 of 30 Pages
STOCKHOLDERS
/s/
----------------------------------
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
Name: Xxxxxx Xxxxxx
/s/Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the 1985 Xxxxxx Xxxxxxx Trust
Name: Xxxxxx Xxxxxx
/s/Xxxxxx Xxxxxx
----------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxxxxx
Page 25 of 30 Pages
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxx
/s/Xxxxxx Xxxxxx
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxxxxx
Page 26 of 30 Pages
STOCKHOLDERS
/s/
----------------------------------
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the 1985 Xxxxxx Xxxxxxx Trust
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxx
/s/Xxxxxx Xxxxxxxxx
----------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
/s/Xxxxxx Xxxxxxxxx
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxxxxx
Page 27 of 30 Pages
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
/s/Xxxxxx Xxxxxxxxx
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxxxxx
Page 28 of 30 Pages
STOCKHOLDERS
/s/
----------------------------------
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the 1985 Xxxxxx Xxxxxxx Trust
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the 1995 Succeeding GRAT
Name: Xxxxxx Xxxxxxxxx
/s/Xxxxxx Xxxxx
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxxxxx
Page 29 of 30 Pages
/s/Xxxxxx Xxxxx
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
/s/
----------------------------------
For the Trust FBO Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxxxxx
Exhibit A
to Principal Stockholders Agreement
NUMBER OF SHARES
NAME AND ADDRESS FOR NOTICE Class B Common
OF RECORD OF RECORD
-----------------------------------------------------------------------------
Xxxxxx Xxxxxx 3,138,904 6,600
00 Xxxxxxx Xxxx
Xxx 000
Xxx Xxxxxxxx, XX 00000
Xxxxxx Xxxxxx 1,928,629 3,600
00 Xxxxxxx Xxxx
Xxx Xxxxxxxx, XX 00000
Xxxxxx Xxxxxx 938,165
0000 Xxxxxxx Xxxxx Xxxx
Xxx Xxxx, XX 00000
1985 Xxxxxx Xxxxxxx Trust 936,810
00 Xxxxxxx Xxxx
Xxx 000
Xxx Xxxxxxxx, XX 00000
1995 Succeeding GRAT 2,522,837
00 Xxxxxxx Xxxx
Xxx 000
Xxx Xxxxxxxx, XX 00000
Trust FBO Xxxxxx Xxxxxx 1,563,805
00 Xxxxxxx Xxxx
Xxx 000
Xxx Xxxxxxxx, XX 00000
Trust FBO Xxxxxx Xxxxxx 1,563,805
00 Xxxxxxx Xxxx
Xxx 000
Xxx Xxxxxxxx, XX 00000
TOTAL 12,592,955 10,200
========== ======
A-1
