EXHIBIT 3
VOTING AGREEMENT
VOTING AGREEMENT, dated as of December 3, 1998 (this
"AGREEMENT"), by and among Automatic Data Processing, Inc., a Delaware
corporation ("ADP"), and the Persons listed on Schedule 1 hereto (each, a
"SHAREHOLDER" and, collectively, the "SHAREHOLDERS").
WHEREAS, The Vincam Group, Inc., a Florida corporation (the
"COMPANY"), and ADP propose to enter into an Agreement and Plan of Merger, dated
as of the date hereof (the "MERGER AGREEMENT"), which provides for, among other
things, the merger of a wholly owned subsidiary of ADP with and into the Company
(the "MERGER");
WHEREAS, as of the date hereof, the Shareholders are holders
of record or Beneficially Own (as defined herein) shares of common stock, par
value $.001 per share ("COMPANY COMMON STOCK"), of the Company; and
WHEREAS, as a condition to the willingness of ADP to enter
into the Merger Agreement, ADP has required that each Shareholder agree, and in
order to induce ADP to enter into the Merger Agreement, each Shareholder has
agreed, to enter into this Agreement with respect to all of the shares of
Company Common Stock now held of record or Beneficially Owned and which may
hereafter be acquired by such Shareholder (collectively, the "SHARES").
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1 GENERAL. Capitalized terms used and not defined
herein have the respective meanings ascribed to them in the Merger Agreement.
Section 1.2 BENEFICIAL OWNERSHIP. For purposes of this
Agreement, "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any
securities shall mean "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), including pursuant to any agreement, arrangement or
understanding, whether or not in writing. Without duplicative counting of the
same securities by the same holder,
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securities Beneficially Owned by a Shareholder shall include securities
Beneficially Owned by all other Persons (as defined in the Merger Agreement)
with whom such Person would constitute a "group" within the meaning of Section
13(d) of the Exchange Act other than parties to this Agreement.
ARTICLE II
Section 2.1 VOTING AGREEMENT. Each of the Shareholders hereby
irrevocably and unconditionally agrees that during the term of this Agreement as
specified in Section 5.1, at any meeting of the shareholders of the Company,
however called, and in any action by consent of the shareholders of the Company,
each of the Shareholders shall vote (or cause to be voted) the Shares held of
record (to the extent such Person also has the right to vote such Shares) or
Beneficially Owned (to the extent such Person also has the right to vote such
Shares) by such Shareholder in favor of the Merger, the Merger Agreement (as
amended from time to time) and the transactions contemplated by the Merger
Agreement. Each of the Shareholders acknowledges receipt and review of a copy of
the Merger Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
Each of the Shareholders hereby represents and warrants,
severally and not jointly, to ADP as follows:
Section 3.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Such
Shareholder has all necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. Where such Shareholder is a corporation,
partnership or other entity, the execution and delivery of this Agreement by
such Shareholder and the consummation by such Shareholder of the transactions
contemplated hereby have been duly and validly authorized by the board of
directors or other governing body of such Shareholder, and no other proceedings
on the part of such Shareholder are necessary to authorize this Agreement or to
consummate such transactions. This Agreement has been duly and validly executed
and delivered by such Shareholder and, assuming the due authorization, execution
and delivery by the other parties hereto, constitutes a legal, valid and binding
obligation of such Shareholder, enforceable against such Shareholder in
accordance with its terms, except to the extent enforceability may be limited by
bankruptcy, insolvency, moratorium or other laws affecting creditors' rights
generally or by general principles governing the availability of equitable
remedies.
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Section 3.2 NO CONFLICT. (a) The execution and delivery of
this Agreement by such Shareholder does not, and the performance of this
Agreement by such Shareholder shall not, (i) where such Shareholder is a
corporation, partnership or other entity, conflict with or violate the
organizational documents of such Shareholder, (ii) conflict with or violate any
agreement, arrangement, law, rule, regulation, order, judgment or decree to
which such Shareholder is a party or by which such Shareholder (or the Shares
held of record or Beneficially Owned by such Shareholder) is bound or affected
or (iii) result in any breach of or constitute a default (or an event that with
notice or lapse or time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, or result
in the creation of a lien or encumbrance on any of the Shares held of record or
Beneficially Owned by such Shareholder pursuant to any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which such Shareholder is a party or by which such
Shareholder (or the Shares held of record or Beneficially Owned by such
Shareholder) is bound or affected, except, in the case of clauses (ii) and (iii)
of this Section 3.2, for any such conflicts, violations, breaches, defaults or
other occurrences which would not prevent or delay the performance by such
Shareholder of its obligations under this Agreement.
(b) The execution and delivery of this Agreement by
such Shareholder does not, and the performance of this Agreement by such
Shareholder shall not, require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental entity 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 Shareholder of its obligations under this Agreement.
Section 3.3 TITLE TO THE SHARES. As of the date hereof, such
Shareholder is the record or Beneficial Owner of the Shares listed opposite the
name of such Shareholder on Schedule 1 hereto. The Shares listed opposite the
name of such Shareholder on Schedule 1 hereto are all the securities of the
Company either held of record or Beneficially Owned by such Shareholder. Such
Shareholder has not appointed or granted any proxy, which appointment or grant
is still effective, with respect to the Shares held of record or Beneficially
Owned by such Shareholder. Each Shareholder has the right to vote or cause to be
voted each of the Shares listed opposite the name of such Shareholder on
Schedule 1 hereto and the Shares listed opposite the name of such Shareholder on
Schedule 1 hereto are owned free and clear of all security interests, liens,
claims, pledges, options, rights of first refusal, agreements, limitations on
such Shareholder's voting rights, charges and other encumbrances of any nature
whatsoever.
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ARTICLE IV
COVENANTS OF THE STOCKHOLDER
Section 4.1 NO INCONSISTENT AGREEMENT OR ACTION. Each of the
Shareholders hereby covenants and agrees that, except as contemplated by this
Agreement, and the Merger Agreement, such Shareholder shall not, or permit any
Person under such Shareholder's control to, enter into any voting agreement or
grant a proxy or power of attorney with respect to the Shares held of record or
Beneficially Owned by such Shareholder or form any "group" for purposes of the
Exchange Act or the rules promulgated thereunder, in each such case, which is
inconsistent with this Agreement. Except as set forth in the Merger Agreement,
no Shareholder shall (i) solicit, initiate, encourage (including by way of
furnishing information or assistance) or take any other action to facilitate,
any inquiry or the making of any proposal which constitutes, or may reasonably
be expected to lead to, any Transaction Proposals (as defined in the Merger
Agreement) or agree to or endorse any Transaction Proposal or (ii) propose,
enter into or participate in any discussions or negotiations regarding any of
the foregoing, or furnish to any other Person any information with respect to
its business, properties or assets or any of the foregoing, or otherwise
cooperate in any way with, or assist or participate in, facilitate or encourage,
any effort or attempt by any other Person to do or seek any of the foregoing
Section 4.2 TRANSFER OF TITLE. Each of the Shareholders hereby
covenants and agrees that such Shareholder shall not (i) tender any Shares, (ii)
sell, assign or transfer record or Beneficial Ownership of any of the Shares, or
(iii) further pledge, hypothecate or otherwise dispose of any Shares; PROVIDED,
that a Shareholder may transfer record ownership of any of the Shares so long as
such Shareholder maintains Beneficial Ownership of such Shares (including,
without limitation, the unfettered right to vote such Shares in the manner set
forth in Section 2.1). Notwithstanding anything to the contrary contained
herein, Xxxxxxx X. Xxxxxx, or Xxxxxx Family Limited Partnership and Xxxxxxxx
Xxxxxx may each sell and transfer record and Beneficial Ownership of a number of
Shares such that immediately after giving effect to such sale and transfer each
of Xxxxxxx X. Xxxxxx and Xxxxxxxx Xxxxxx shall maintain Beneficial Ownership of
at least 784,766 shares of Company Common Stock.
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ARTICLE V
MISCELLANEOUS
Section 5.1 TERMINATION. This Agreement shall be effective as
of the date of this Agreement and shall terminate upon the earlier to occur of
(i) the closing of the transactions contemplated by the Merger Agreement and
(ii) the date the Merger Agreement is terminated in accordance with its terms.
Section 5.2 ADDITIONAL SHARES. If, after the date hereof, a
Shareholder acquires the right to vote any additional shares of Company Common
Stock (any such shares shall be referred to herein as "ADDITIONAL SHARES"),
including, without limitation, upon exercise of any option, warrant or right to
acquire shares of Company Common Stock or through any stock dividend or stock
split, the provisions of this Agreement applicable to the Shares shall be
applicable to such Additional Shares as if such Additional Shares had been
Shares as of the date hereof. The provisions of the immediately preceding
sentence shall be effective with respect to Additional Shares without action by
any Person immediately upon the acquisition by a Shareholder of record or
Beneficial Ownership of such Additional Shares.
Section 5.3 S-3. Prior to the closing of the transactions
contemplated by the Merger Agreement, ADP shall enter into a registration rights
agreement with the Shareholders (which registration rights agreement will
provide that the Company will pay the applicable SEC registration fee for the
registration statement contemplated by such agreement) and, as contemplated
thereby, agrees to file promptly after the Registration Statement (as defined in
the Merger Agreement) is declared effective and use its reasonable commercial
efforts to have declared effective by the SEC on or prior to Effective Time a
registration statement on Form S-3 (the "FORM S-3") covering the shares of ADP
Common Stock to be received by the Shareholders in the Merger in exchange for
their Shares and use its reasonable commercial efforts to maintain the
effectiveness of such registration statement until the earlier of (x) the date
all such shares are disposed of and (y) one year from the date of effectiveness.
Section 5.4 SPECIFIC PERFORMANCE. The parties hereto agree
that irreparable damage 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.
Section 5.5 ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between ADP and the Shareholders with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both
written and oral, between ADP and the Shareholders with respect to the subject
matter hereof.
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Section 5.6 AMENDMENT. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.
Section 5.7 SEVERABILITY. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule or
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 this Agreement 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 hereby 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 fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms of this
Agreement remain as originally contemplated.
Section 5.8 GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such state, except to the
extent that the laws of the State of Florida mandatorily apply.
Section 5.9 COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be an original and all of which,
when taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the Shareholders and ADP have
caused this Agreement to be duly executed on the date hereof.
AUTOMATIC DATA PROCESSING, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
/s/ Xxxxxx X. Xxxxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxxxx
XXXXXXXXXX FAMILY LIMITED
PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: General Partner
/s/ Xxxx X. Xxxxxxx
------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxxx
------------------------------
Xxxxxxxx X. Xxxxxx
GATSAS FAMILY LIMITED PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Member
SCHEDULE 1
NAME OF SHAREHOLDER NUMBER OF SHARES
------------------- ----------------
Xxxxxx X. Xxxxxxxxxx 1,194,328
Xxxxxxxxxx Family Limited Partnership 1,437,075
Xxxx X. Xxxxxxx 2,653,503
Xxxxxxx X. Xxxxxx 81,900
Gatsas Family Limited Partnership 818,100
Xxxxxxxx X. Xxxxxx 900,000
