EXHIBIT 99.4
The Stride Rite Corporation
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
February 28, 2006
Barington Capital Group, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
Managing Director and General Counsel
Dear Xx. Xxxxxx:
This letter agreement, dated February 28, 2006 ("Agreement"), sets forth
the understanding by and among The Stride Rite Corporation, a Massachusetts
corporation (the "Company"), and the entities that are signatories hereto
(collectively, the "Barington Group," and each, individually, a "member" of the
Barington Group) which are or may be deemed to be members of a "group" with
respect to the common stock of the Company, par value $0.25 per share (the
"Common Stock"), pursuant to Rule 13d-5 promulgated by the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as
amended.
1. Board Matters.
(a) Promptly after the date hereof, the Company shall begin the process of
identifying a candidate for appointment to its Board of Directors (the "Board")
as an additional director (the "New Director") with business and operating
experience in such areas as would enhance the Board and who is mutually
acceptable to the Board's Committee on the Board and the Barington Group. The
New Director shall qualify as an "independent director" under the listing
standards of the New York Stock Exchange and the rules of the SEC, and shall be
an individual that the members of the Board's Committee on the Board and the
Barington Group reasonably believe does not have a relationship with the
Barington Group that would impair the independence of such director in carrying
out the responsibilities of a director of the Company. The Barington Group has
submitted to the Company on a confidential basis three possible candidates for
consideration as a New Director (the "Barington Proposed Candidates") and hereby
confirms that any of them would be acceptable to the Barington Group. The Board
has also indicated to the Barington Group on a confidential basis several
possible candidates for consideration. Consideration of candidates will proceed
expeditiously under the corporate governance guidelines of the Board's Committee
on the Board.
(b) Not later than April 30, 2006 (the "Appointment Deadline"), the
Company shall increase the size of the Board from eight (8) to nine (9)
directors. As soon as the Board's
Committee on the Board and the Barington Group have reached agreement on the New
Director, the Board will appoint the New Director as a Class II director. If by
the Appointment Deadline the Board's Committee on the Board and the Barington
Group have not agreed on a New Director other than one of the Barington Proposed
Candidates, the Board will appoint as the New Director one of the Barington
Proposed Candidates of its choice who meets the qualifications set forth in
Section 1(a) above. The Company agrees to include the New Director in the
Board's slate of nominees for election as a director of the Company at the
Company's 2007 annual meeting of stockholders (the "2007 Annual Meeting") and to
use its reasonable best efforts to cause the election of the New Director at the
2007 Annual Meeting (including, without limitation, recommending that the
Company's shareholders vote in favor of the New Director's election). If at
anytime prior to the 2007 Annual Meeting or during the term of the New Director
that begins immediately after the 2007 Annual Meeting there shall occur a
vacancy in the Board seat occupied by the New Director by reason of the
resignation, removal, death or incapacity of the New Director, then the Company
shall take all necessary action to fill such vacancy by a person selected in the
same manner as, and who meets the qualifications of, the New Director set forth
in Section 1(a) above.
(c) As soon as practicable after the date hereof the Company shall file
and mail to shareholders its definitive proxy statement for the Company's 2006
annual meeting of shareholders (the "2006 Annual Meeting") to be held on April
6, 2006.
2. Barington Group Matters. The Barington Group hereby agrees not to
provide notice to the Secretary/Clerk of the Company of the intention of
Barington Companies Equity Partners, L.P. or any other member of the Barington
Group to nominate persons for election as directors at the 2006 Annual Meeting.
Each of the members of the Barington Group hereby agrees to vote all shares of
Common Stock which such member is entitled to vote at the 2006 Annual Meeting in
favor of the election of each of the Company's nominees for election as a
director at the 2006 Annual Meeting.
3. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Barington Group that this Agreement has been duly
authorized, executed and delivered by the Company, and is a valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.
4. Representations and Warranties of the Barington Group. Each member of
the Barington Group represents and warrants to the Company that this Agreement
has been duly authorized, executed and delivered by such member, and is a valid
and binding obligation of such member, enforceable against such member in
accordance with its terms.
5. Public Announcement. The Company shall announce this Agreement and the
material terms hereof by means of a mutually acceptable press release as soon as
practicable on or after the date hereof. The parties hereto will provide each
other the opportunity to review and comment upon any press release or other
public announcement or statement with respect to the transactions contemplated
by this Agreement, and shall not issue any such press release or other public
announcement or statement prior to such consultation, except as, in the
reasonable
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judgment of the relevant party, may be required by applicable law, court process
or by obligations pursuant to any listing agreement with any national securities
exchange.
6. Specific Performance. Each of the members of the Barington Group, on
the one hand, and the Company, on the other hand, acknowledges and agrees that
irreparable injury to the other party hereto would occur in the event any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached and that such injury would not be
adequately compensable in damages. It is accordingly agreed that the members of
the Barington Group or any of them, on the one hand, and the Company, on the
other hand (the "Moving Party"), in addition to any other rights that may be
available, shall each be entitled to specific enforcement of, and injunctive
relief to prevent any violation of, the terms hereof, and the other party hereto
will not take action, directly or indirectly, in opposition to the Moving Party
seeking such relief on the grounds that any other remedy or relief is available
at law or in equity.
7. Jurisdiction; Applicable Law. Each of the parties hereto (a) consents
to submit itself to the personal jurisdiction of the Court of Chancery or other
federal or state courts of the State of Delaware in the event any dispute arises
out of this Agreement or the transactions contemplated by this Agreement, (b)
agrees that it shall not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, (c) agrees that it shall
not bring any action relating to this Agreement or the transactions contemplated
by this Agreement in any court other than the Court of Chancery or other federal
or state courts of the State of Delaware, and each of the parties irrevocably
waives the right to trial by jury, (d) agrees to waive any bonding requirement
under any applicable law, in the case any other party seeks to enforce the terms
by way of equitable relief and (e) each of the parties irrevocably consents to
service of process by first class certified mail, return receipt requested,
postage prepaid, to the address of such parties' principal place of business or
as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE
STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH
STATE.
8. Representative. Each member of the Barington Group hereby irrevocably
appoints Xxxxx X. Xxxxxxxxxxx, or Xxxxxxxxx Capital Group, L.P. in the event
that Xx. Xxxxxxxxxxx is no longer serving in such role, as such member's
attorney-in-fact and representative (the "Barington Representative"), in such
member's place and stead, to do any and all things and to execute any and all
documents and give and receive any and all notices or instructions in connection
with this Agreement and the transactions contemplated hereby. The Company shall
be entitled to rely, as being binding on each member of the Barington Group,
upon any action taken by the Barington Representative or upon any document,
notice, instruction or other writing given or executed by the Barington
Representative.
9. Counterparts. This Agreement may be executed in two or more
counterparts which together shall constitute a single agreement.
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10. Entire Agreement; Amendment. This Agreement contains the entire
understanding of the parties hereto with respect to its subject matter. There
are no restrictions, agreements, promises, representations, warranties,
covenants or undertakings other than those expressly set forth herein. This
Agreement may be amended only by a written instrument duly executed by the
parties hereto, or in the case of the Barington Group, the Barington
Representative, or their respective successors or assigns.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized signatories of the parties as of the date hereof.
THE STRIDE RITE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxxx, Xx.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, Xx.
Title: General Counsel and Secretary
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors,
LLC, its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
BARINGTON COMPANIES INVESTORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
BARINGTON COMPANIES OFFSHORE FUND,
LTD. (BVI)
By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
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BARINGTON INVESTMENTS, L.P.
By: Barington Companies Advisors, LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Authorized Signatory
BARINGTON COMPANIES ADVISORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Authorized Signatory
BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general
partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and CEO
LNA CAPITAL CORP.
By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and CEO
STARBOARD VALUE AND OPPORTUNITY MASTER
FUND LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
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PARCHE, LLC
By: Admiral Advisors, LLC, its managing
member
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
ADMIRAL ADVISORS, LLC
By: Ramius Capital Group, LLC, its
sole member
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
RAMIUS CAPITAL GROUP, LLC
By: C4S & Co., LLC, its Managing Member
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
C4S & CO., LLC
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
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