Exhibit 99.3
RCG STARBOARD ADVISORS, LLC
000 XXXXX XXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
October __, 2007
_____________________
_____________________
_____________________
Dear Mr. ____________:
This letter sets forth our mutual agreement with respect to compensation
to be paid to you for your agreement to be named and serve as a nominee of a
group of investors (the "Ramius Group"), including RCG Starboard Advisors, LLC,
a subsidiary of Ramius Capital Group, L.L.C. ("RCG Starboard"), for election as
a director of Xxxxxx Xxxx Corporation (the "Company") at the Company's 2007
annual meeting of stockholders, or any other meeting of stockholders held in
lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting").
1. CASH PAYMENT; PROFIT PARTICIPATION. In consideration of your agreement
to be named and serve as a nominee of the Ramius Group for election as
a director of the Company at the Annual Meeting, the undersigned hereby
agrees to (i) pay you $5,000 in cash upon the Ramius Group submitting a
letter to the Company nominating you for election as a director of the
Company (with such payment to be made as soon as reasonably practicable
after you have been nominated) and (ii) in the event the Ramius Group
files a definitive proxy statement with the U.S. Securities and
Exchange Commission (the "Proxy Statement") relating to a solicitation
of proxies in favor of your election as a director of the Company at
the Annual Meeting (the date of such filing being hereinafter referred
to as the "Proxy Filing Date"), to allow you to receive a profit
participation with respect to the sale by RCG Starboard or its
affiliates, as the case may be, of the last $20,000 worth of shares of
the Company's common stock (the "Participation Shares") beneficially
owned by RCG Starboard to a third party unaffiliated with any member of
the Ramius Group. The number of Participation Shares shall be
determined by dividing $20,000 by the closing price of the Company's
common stock on the Proxy Filing Date (the "Proxy Date Closing Price").
Your profit participation shall entitle you to receive a cash payment
equal to the amount, if any, by which the proceeds received by RCG
Starboard or its affiliates, as the case may be, from the sale of the
Participation Shares exceeds $20,000 in the aggregate (the "Contingent
Payment").
2. RIGHTS AS A STOCKHOLDER. Your right to receive the Contingent Payment
shall not entitle you to any rights as a stockholder of the Company,
including, without limitation, any voting rights or disposition rights
with respect to the Participation Shares.
3. FORFEITURE OF PROFIT PARTICIPATION. The profits related to the
Participation Shares will be paid to you in all circumstances upon and
subject to the sale of the Participation Shares except (i) if you are
not named in the Proxy Statement or if you withdraw your consent to
serve as a director nominee of the Ramius Group after the filing of the
Proxy Statement, (ii) if elected to the Company's Board of Directors,
you voluntarily cease to serve as a director of the Company prior to
the expiration of your term, (iii) if you are in breach of your
obligations under the indemnification agreement between us.
4. NON-TRANSFERABILITY. Your right to the profits related to the
Participation Shares is non-transferable.
5. ENTIRE AGREEMENT. AMENDMENT. This letter agreement contains the entire
agreement between you and the undersigned and supersedes other oral and
written agreements previously entered into by you and the undersigned
concerning the same subject matter. This letter agreement may be
modified or rescinded only with the written consent of both parties.
6. GOVERNING LAW. The validity, interpretation, construction and
performance of this letter agreement shall be governed by the laws of
the State of New York, without regard to its principles of conflict of
laws, and by applicable laws of the United States. The parties hereto
consent to the jurisdiction of the New York State and United States
courts located in New York County, New York for the resolution of any
disputes hereunder and agree that venue shall be proper in any such
court notwithstanding any principle of forum non conveniens and that
service of process on the parties hereto in any proceeding in any such
court may be effected in the manner provided herein for the giving of
notices. The parties hereto waive trial by jury in respect of any such
proceeding.
7. BINDING EFFECT. This letter agreement shall bind and inure to the
benefit of you and your heirs, successors and assigns. If RCG Starboard
transfers all of the Company's common stock owned by it to an
affiliate, RCG Starboard, as a condition thereof, shall cause such
affiliate to assume the obligations of RCG Starboard under this letter
agreement.
8. COUNTERPARTS. This letter agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which, taken
together, shall constitute one and the same instrument.
2
RCG STARBOARD ADVISORS, LLC
By:
-------------------------------------
Name:
Title:
Accepted and Agreed to:
-------------------------------------
3
