Exhibit 9
NEW STOCKHOLDERS AGREEMENT
THIS AGREEMENT is entered into effective the 11th day of
March, 1994, by and among the following parties:
DynCorp, a Delaware corporation with offices at 0000
Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000
(herein, "DynCorp" or the "Company");
The Management Stockholders of DynCorp, represented by
the Management Stockholders Committee, c/o DynCorp, 0000 Xxxxxx
Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000
(herein, the "Management Stockholders"); and
The Private Investors in DynCorp, represented by
Xxxxxxx X. Xxxxxxx, Xx. (the "Investors' Representative"),
President of Xxxxxxx Holdings, Inc., Managing Partner of
pricorn Holdings, L.P., General Partner of Capricorn Investors,
L.P., a Delaware limited partnership with offices at 0 Xxxxxxxx
Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000
(herein, the "Investors").
RECITALS:
A. On or about March 11, 1988, each of the Investors and
certain of the Management Stockholders purchased shares of common
stock and common stock warrants of DME Holdings, Inc, which in
turn were exchanged on September 9, 1988 for common stock of the
Company, par value $0.10 per share (the "Common Shares"), and
warrants to acquire Common Shares ("Warrants"). In addition,
other Management Stockholders and DynCorp employees purchased
Common Shares and Warrants under the DynCorp Management Employees
Stock Purchase Plan or from other Management Stockholders during
the period between September 9, 1988 and the date of this
Agreement. During the period May, 1990 through December, 1993,
certain Management Stockholders and other employees of the
Company were also awarded restricted stock units under the
DynCorp Restricted Stock Plan (the "RSP") which in turn have been
or will be exchanged for Common Shares.
B. On September 9, 1988, the Company established an
Employee Stock Ownership Plan (the "ESOP"), effective January 1,
1988. During the period September 9, 1988 through December 31,
1993, the ESOP acquired from the Company a total of 4,148,711
Common Shares, which have been fully allocated to the accounts of
employee participants under the ESOP as a retirement benefit. On
March 26, 1991, the Company and the ESOP Trustee entered into an
amendment to the ESOP Subscription Agreement, under which the
Company agreed to contribute an additional 625,000 Common Shares
to the ESOP, or to fund the purchase of so many Common Shares by
the ESOP, during 1994 and to pay, to retiring and terminating
employees who sold their Common Shares to the ESOP or the Company
through 1996, a premium representing the difference between the
amount of $27.00 and the put purchase price determined in
accordance with the ESOP, if such amount should be lower than
$27.00, provided that the aggregate premium amount so paid would
not exceed $16,000,000.
C. On March 11, 1988, the Investors and other private
investors purchased $8,495,000 of the Company's Common Shares and
Warrants, $10,000,000 of the Company's Class B Preferred Stock
(all of which was redeemed on July 25, 1989), and $3,000,000 of
the Company's Class C Preferred Stock (the "Class C Preferred
Stock"), which is convertible into 123,711 Common Shares and
825,981 Warrants. In addition, on September 9, 1988, the Company
issued approximately $55,000,000 of 16% Pay-in-Kind Debentures
and $26,200,000 of 17% Pay-in-Kind Class A Preferred Stock to the
former public stockholders of DynCorp. The Class A Preferred
Stock was redeemed on February 27, 1992. The current balance of
the 16% Debentures is approximately $92,100,000.
D. On September 9, 1988, the Company issued to Pyramid
Investments, Ltd, an affiliate of Bankers Trust Company, in
consideration of loan and letter of credit commitments totalling
$190,000,000, a warrant (the "Pyramid Warrant") convertible into
942,563 Common Shares. The Pyramid Warrant was acquired by
Capricorn Investors, L.P., one of the Investors, on September 28,
1990. (Hereafter, the term "Warrant" shall include the Pyramid
Warrant unless specifically indicated to the contrary.)
E. As of the date of this Agreement, the ownership of the
Company's Common Shares is as follows (assuming the conversion of
the Class C Preferred Stock, exercise of the Warrants, and
distribution of remaining restricted stock units):
Number of Shares Percentage
ESOP 3,816,841 33.7%
Management Stockholders 2,867,726 25.3%
Investors 4,503,994 39.8%
Others 129,865 1.1%
F. The ESOP has purchased 316,189 of the Company's Common
Shares for allocation during 1994, and the Company is obligated
to sell or contribute at least 308,811 additional shares for
allocation in 1994. After such allocation, assuming the
conversion of the Class C Preferred Stock and the exercise of the
Warrants, the ownership of the Company's Common Shares would be
substantially as follows:
Number of Shares Percentage
ESOP 4,441,841 37.2%
Management Stockholders 2,867,726 24.0%
Investors 4,503,994 37.7%
Others 129,865 1.1%
G. As of March 11, 1988, the parties entered into a
Stockholders Agreement (the "Original Stockholders Agreement")
under which they agreed to the composition of the Company's Board
of Directors, to certain restrictions on the sale of Common
Shares, and to a procedure for the purchase of securities of
retiring, disabled, and terminating Management Stockholders by
other Management Stockholders, the Investors, or the Company.
Since the inception of the Original Stockholders Agreement, the
Company, the Investors, or other Management Stockholders have
repurchased Common Shares and Warrants having an aggregate value
of $2,516,600 from such retiring, disabled, or terminating
Management Stockholders, which includes all the Common Shares and
Warrants offered for purchase under the Original Stockholders
Agreement through December 31, 1993.
H. The Management Stockholders, the Investors, and the
Company now wish to enter into a new stockholders agreement for
the purpose of facilitating the establishment of a limited
internal market for the Common Shares and, pending establishment
of the internal market, to provide for the disposition of
Management Stockholder and Investor Common Shares and Warrants
upon retirement, termination, or in the event of any other
planned liquidation of such Common Shares.
NOW, THEREFORE, for good and valuable consideration, receipt
of which is hereby acknowledged concurrently with the execution
of this Agreement, the undersigned parties to this Agreement
hereby agree as follows:
1. Composition of the Board of Directors - The Investors
and the Management Stockholders agree that the composition of the
Board of Directors of the Company shall be as currently
constituted, subject to the understanding that the Board shall
consist of an equal number of directors nominated by each of (a)
Capricorn, acting on behalf of the Investors, and (b) the
Management Stockholders Committee, acting on behalf of the
Management Stockholders, plus one director to be elected in
accordance with the following procedures, if applicable.
Capricorn, acting on behalf of the Investors, and the Management
Stockholders Committee, acting on behalf of the Management
Stockholders, shall, upon the request of a majority of the entire
Board of Directors, jointly select an additional or "tie-breaker"
member of the Board, to serve until expiration of his term in
accordance with the Company's certificate of incorporation or
until removed by unanimous vote of all the directors except such
"tie-breaker" member. Each Investor and Management Stockholder
agrees to vote his or her Common Shares and Class C Preferred
Stock in favor of the nominees nominated for election in
accordance with this provision.
2. Participation in Internal Stock Market - The Company,
the Investors, and the Management Stockholders agree to use their
best efforts to establish a limited internal stock market at the
earliest practicable time for the trading of Common Shares (the
"Internal Market"). It is understood that the timing of the
Internal Market will depend on the availability of sufficient
numbers of sellers and buyers who are ready and willing to engage
in purchases and sales of Common Shares at a market price. The
viability of such a market will therefore be determined by the
level of Company earnings, the Company's future prospects, and
the ability of the Company to secure independent professional
appraisals of the fair market value of the Common Shares so as to
attract buyers and sellers to the Internal Market. Since many of
these circumstances are beyond the Company's direct control,
there can be no guarantee that an Internal Market for Common
Shares can be established or, if established, that such a Market
can be sustained on a basis sufficient to continue to attract
future buyers and sellers. Once established, the Internal Market
will be considered to be suspended only when so suspended by
formal resolution of the Board of Directors of the Company. The
Company shall have no obligation to initiate or maintain the
Internal Market if a public market for Common Shares exists or is
contemplated within a 120-day period.
3. Restrictions on Sales Outside the Internal Market -
In consideration of the proposed establishment of the Internal
Market and the other commitments of the Company set forth herein,
the Investors and Management Stockholders agree that they will
not sell or offer to sell any Common Shares, Warrants, or Class C
Preferred Stock outside of the Internal Market, except as
permitted under paragraphs 4 or 5 below. Certificates
representing Common Shares, Warrants, and Class C Preferred Stock
shall bear restrictive legends described in paragraph 12.
4. Permitted Sales of Common Shares and Warrants -
Notwithstanding the restrictions described in paragraphs 2 and 3
above, and without regard to the existence of the Internal
Market, the following sales of Common Shares and Warrants shall
be permitted:
(a) Any sale in response to a tender offer or other
offer to acquire pro rata or otherwise more than 30% of the
authorized and outstanding Common Shares and Warrants, or any
sale in response to any offer to buy (regardless of quantity or
percentage) made by the Company, the ESOP, or any other qualified
or non-qualified benefit plan maintained by the Company;
(b) Any sale made as part of a public offering of
Common Shares that has been registered with the Securities
Exchange Commission or through a public market on which the
Common Shares are registered to trade;
(c) Any sale or exchange of Common Shares and/or
Warrants in connection with a recapitalization, reorganization,
spin-off, or split-off of the Company or parts thereof, involving
only parties to this Agreement and/or the ESOP;
(d) Any sale or transfer of Common Shares or Warrants
to any member of a Management Stockholder's or an Investor's
immediate family or legal representative, including a transfer
pursuant to a domestic relations order, or to any majority-owned
affiliate of any Investor or an owner of or investor in any
Investor organization, provided such transferee has agreed in
writing to be bound by the terms of this Agreement (a "Permitted
Transferee");
(e) Any sale or transfer in accordance with paragraph
5 below concerning retiring, disabled, deceased, or otherwise
terminated Management Stockholders; and
(f) Any other sale or disposition of Common Shares
approved by a majority of the Board of Directors.
Sales, exchanges, or transfers under (c) and (d) above shall be
conditioned upon the agreement by the transferee to be bound by
the terms of this Agreement. No sales or transfers of Class C
Preferred Stock shall be permissible; however, upon conversion of
the Class C Preferred Stock, the underlying Common Shares and
Warrants shall be subject to this paragraph 4.
5. Disposition of Common Shares Owned by Retiring and
Certain Other Management Stockholders - Management Stockholders
who retire or otherwise terminate their employment with the
Company, other than those described in (c) below, and the
representatives of deceased Management Stockholders, will be
entitled to dispose of their Common Shares and Warrants through
transactions in the Internal Market. Until such time as the
Internal Market is established, or during any period when such
Internal Market may be suspended, the following procedures will
apply with respect to Common Shares and Warrants owned by
retiring, terminating, or deceased Management Stockholders.
(a) Management Stockholders who retire on or after a
"Retirement Date" as defined in the ESOP, Management Stockholders
whose positions are eliminated as part of a reduction-in-force,
and representatives of deceased Management Stockholders shall
have the option, exercisable on a one-time basis as to all or any
portion of their holdings of Common Shares or Warrants and within
a reasonable time before or after the event which gives rise to
such option, of (i) retaining their Common Shares and Warrants or
(ii) offering such Common Shares and Warrants in accordance with
the procedures set forth in paragraph 6 below. Prior to the
establishment of the Internal Market, or during any period such
Internal Market is suspended, the price for such offered Common
Shares and Warrants shall be the fair market value as of such
time determined from time to time by the Board of Directors (the
"Board-Determined Fair-Market-Value Price").
(b) Management Stockholders who voluntarily elect to
leave the employ of the Company under circumstances other than
those described in (a) above shall be required to resell their
Common Shares and Warrants in accordance with the procedures set
forth in paragraph 6 below, at the Board-Determined
Fair-Market-Value Price.
(c) Management Stockholders whose employment with the
Company is terminated for cause shall be required to resell their
Common Shares and Warrants to the Company at the lower of the
Board-Determined Fair-Market-Value Price or the Management
Stockholder's original cost for such securities; provided that
payment therefor shall be made in four equal annual installments
commencing one year after the date of termination and shall
further be subject each year to such restrictions regarding
securities repurchases as may be contained in any Company debt
instrument and the rights and preferences of the Class C
Preferred Stock.
(d) Management Stockholders who elect to retain Common
Shares and Warrants under (a)(i) above, or their legal
representatives or Permitted Transferees, shall be entitled to
participate in the Internal Market and shall further be entitled
to participate as a purchaser in any Periodic Offer (as hereafter
defined), in accordance with, but subject to all Management
Stockholder obligations under, this Agreement.
6. Procedures for Offering Common Shares for Sale - The
following procedures shall be followed to effect sales of Common
Shares and Warrants pursuant to paragraphs 5(a) and (b):
(a) Prior to the time the Internal Market is
initiated, or during any period such Internal Market is
suspended, any Management Stockholder entitled to sell Common
Shares and Warrants in accordance with paragraphs 5(a) and (b)
above shall notify the Corporate Secretary in writing regarding
the number of Common Shares and Warrants to be sold and the
circumstance of such sale. In cases where a Management
Stockholder is required to sell, the Corporate Secretary may so
notify the Management Stockholder. Periodically, but no less
frequently than once per year, the Corporate Secretary shall
initiate the appropriate procedures outlined below (the "Periodic
Offer"). Securities shall be offered first to the other
Management Stockholders and then to the Investors, at the
Board-Determined Fair-Market-Value Price. Sales and purchases
shall be allocated on a pro rata basis, based respectively on the
total numbers of securities then being offered by each seller and
the respective holdings of the prospective purchasers. Trades
shall be settled as soon as practicable.
(b) Any Common Shares or Warrants not sold under the
above procedure shall be purchased by the Company at the
Board-Determined Fair-Market-Value Price; subject, however, each
year to such restrictions on securities repurchases as may be
contained in any Company debt instrument or the rights and
preferences of the Class C Preferred Stock. Payments for such
purchases will normally be made as soon as practicable following
the end of the year, following calculation of the effect of
annual limitation restrictions; provided, however, that as to
Common Shares and Warrants purchased by the Company from
Management Stockholders selling their Common Shares and Warrants
pursuant to paragraph 5(b) above, payment therefor shall be made
in four annual increments commencing no earlier than the year
following the year of termination of employment. Securities not
sold to other Management Stockholders or Investors or purchased
by the Company in the course of a Periodic Offer as a result of
such restrictions shall, at the seller's request, be carried over
until the following Periodic Offer(s), and the same procedures
shall be repeated.
(c) Sales in the Internal Market shall be in
accordance with such procedures as shall be approved by the Board
of Directors in keeping with sound industry practices for
securities transactions. Without specifying in particular the
procedures to be adopted, the Company intends to use its best
efforts to establish an Internal Market which will engage in
trades based on an independently determined fair market price
(the "Internal Market Price") no less than two times a year. The
maintenance of the Internal Market may, among other things, be
dependent upon the ability of the Internal Market to sustain a
minimum volume of trades on each trading date. The Company shall
have no obligation to continue the Internal Market once it is
established. The cost of maintaining the Internal Market shall be
recovered through the assessment of reasonable commissions only
on sales of Common Shares and Warrants through the Internal
Market. The Company shall have no obligation to maintain the
Internal Market during any period when a public market for the
Common Shares exists.
(d) Notwithstanding the provisions of (a), (b), and
(c) above, if a Management Stockholder or legal representative or
Permitted Transferee thereof sells Common Shares obtained
directly by such Management Stockholder as a distribution from
the RSP, whether effected through the Internal Market at the
Internal Market Price or under the procedures described in (a)
above based on the Board-Determined Fair-Market-Value Price, and
if the Internal Market Price or the Board-Determined
Fair-Market-Value Price, as applicable, is lower than the most
recent annual or quarterly ESOP Control Premium Share Valuation
(hereafter defined), the Company shall be obligated to pay to the
selling Management Stockholder or representative an additional
amount per Common Share equal to the difference between the
Internal Market Price or the Board-Determined Fair-Market-Value
Price, as applicable, and the most recent annual or quarterly
ESOP Control Premium Share Valuation. This obligation shall only
apply to the first sale of any Common Shares received by the
Management Stockholder upon conversion of Units awarded under the
RSP; it shall be extinguished following either (i) the first sale
of any of any such RSP-derived Common Shares by such Management
Stockholder, his estate or heir(s), or Permitted Transferee, or
(ii) any transfer of the RSP-derived Common Shares to any party
other than a Permitted Transferee. For purposes of this
paragraph, the surrender or conversion of restricted stock units
for payment of withholding and payroll taxes shall not constitute
a "sale", and Control Premium Share Valuation shall mean the most
recent ESOP share valuation provided by the ESOP's independent
financial advisor, which includes a so-called control block or
enterprise value premium. Such valuation as of December 31, 1993
is $17.99 per share.
7. Management Stockholders Committee - There is hereby
established a Management Stockholders Committee, the membership
of which shall consist of the individuals identified on Exhibit A
hereto. In the event any of the named members of the Committee
shall refuse or be unable to serve, a simple majority of the
Committee shall have the authority to select a replacement member
from among those who are Management Stockholders. A member of
the Committee may be removed by a vote of two-thirds of the
members of the Committee. The Committee members shall serve
without compensation and shall be authorized to make any and all
decisions required to be made by the Management Stockholders
Committee under this Agreement. No Committee member shall have
any liability to any Management Stockholder for any of his or her
acts or omissions while serving as a Committee member, each
Management Stockholder signatory to this Agreement hereby
agreeing to hold such Committee members harmless from any and all
liability to such Management Stockholder related to service on
the Committee.
8. Reports - During the term of this Agreement, each
Management Stockholder and Investor shall be entitled to receive
copies of the following reports and financial information:
(a) The most recent Form 10-K or Form 10-Q filed with
The Securities and Exchange Commission (upon request);
(b) DynCorp Employee Annual Report; and
(c) Selected quarterly financial and operational data.
9. Exercise of Warrants - In partial consideration of
the undertakings of the Management Stockholders and Investors
under this Agreement, the Company agrees, during the period
between the individual Management Stockholder's or Investor's
execution of a copy of this Agreement and June 1, 1994, to pay
for the exercise of Warrants with previously issued Common
Shares, at the rate of $11.86 per Common Share. Investors or
Management Stockholders who do not avail themselves of this
opportunity shall be free to pay a cash price for exercise of the
Warrants or retain the Warrants, which may be exercised at any
time through September 9, 1998 at the regular warrant exercise
price of $0.25 per Warrant; however, if an individual elects to
pay cash for exercise of a portion of the Warrants held directly
by such individual, the election must be so made for all Warrants
held by such individual. The foregoing proviso shall not apply
to Warrants held in a trust or individual retirement account.
10. Term of Agreement - The term of this Agreement shall
commence on March 11, 1994, and shall continue through March 10,
1999, unless earlier terminated by agreement on behalf of the
parties hereto. No amendment to this Agreement shall be valid
unless reduced to writing and signed on behalf of all parties.
For purposes of termination or amendment, the Management
Investors shall be represented by the Management Stockholders
Committee, and the Investors shall be represented by the General
Partner of Capricorn Investors, L.P.
11. Adherence to this Agreement - A Management
Stockholder or an Investor, respectively, shall become a
Management Stockholder or Investor party to this Agreement only
upon personally executing a copy of the signature page of this
Agreement and delivering such executed copy to the Corporate
Secretary of the Company.
12. Legends and Stop Transfer Orders - Each Management
Stockholder and Investor agrees that substantially the following
legends shall be placed on certificates representing Common
Shares and Warrants held by them:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO THE RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT DATED
AS OF MARCH 11, 1994, A COPY OF WHICH IS ON FILE AT THE OFFICE OF
THE SECRETARY OF THE COMPANY.
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES UNLESS THE
ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES REASONABLY SATISFACTORY TO THE ISSUER STATING THAT
SUCH SALE, TRANSFER, ASSIGNMENT, OR HYPOTHECATION IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT
AND OTHER STATE SECURITIES LAW OR THAT THE SALE IS MADE IN
ACCORDANCE WITH RULE 144 UNDER THE ACT.
13. Public Market - If the Company shall have filed (a) a
registration statement relating to any class of its securities
pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and (b) a
final registration statement on Form X-0, X-0, or S-3, relating
to its Common Shares pursuant to the requirements of the
Securities Act of 1933 (the "Securities Act"), the Company shall
file the reports required to be filed by it under the Securities
Act, the Exchange Act, and the rules and regulations adopted by
the Securities and Exchange Commission (the "Commission")
thereunder, to the extent required from time to time to enable
Management Stockholders or Investors to sell Common Shares in the
public securities market, within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission. During any period when the
Common Shares are tradable on a national securities exchange or
in the over-the-counter market, the Company shall have no
obligation to maintain the Internal Market.
14. Registration Rights - In the event that the Company
files for registration on Form X-0, X-0, or S-3 under the
Securities Act for a public offering of Common Shares which
includes shares being sold by any Management Stockholders or
Investors, the Company shall notify all Management Stockholders
and Investors of such intent and afford them the opportunity to
participate in such registration and public sale, from time to
time and pro rata with other offerors, based on the ratio of the
number of Common Shares held by each interested seller to the
number of Common Shares (fully diluted, on an after-sale basis)
available for registration at such time; provided, however, that
the parties who participate in such registration shall be
responsible with other participating sellers for a proportional
share of underwriting expenses, pro rata according to the total
number of shares sold on behalf of all participating sellers and
shall be subject to any restrictions, such as stand-still
obligations, that may be applicable to the registration and sale;
and provided further, however, that the underwriter shall have
the full authority, in its sole discretion, to determine the size
and composition of any public offering.
15. Specific Performance - The parties hereto each
acknowledge and agree that, in the event of any breach of this
Agreement, the non-breaching party would be irreparably harmed
and could not be made whole by monetary damages. It is
accordingly agreed that such parties, in addition to any other
remedy to which they may be entitled at law or in equity, shall
be entitled to compel specific performance of this Agreement in
any action instituted in the United States District Court for the
Eastern District of Virginia, or, in the event such court would
not have jurisdiction for such action, in any court of the United
States or any state having subject matter jurisdiction. The
parties hereto each consent to personal jurisdiction in any such
action brought in the United States District Court for the
Eastern District of Virginia and to service of process upon it in
the manner set forth in paragraph 19.
16. Entire Agreement; Amendments - This Agreement
contains the entire understanding of the parties with respect to
the subject matter hereof. There are no restrictions,
agreements, promises, warranties, covenants, or undertakings with
respect to such matters other than those expressly set forth
herein or as set forth in the Company's Certificate of
Incorporation. This Agreement supersedes all prior agreements
and understandings among the parties with respect to its subject
matter, including specifically the Original Stockholders
Agreement, except for the provisions thereof which remain in
effect pursuant to paragraph 13 thereof. This Agreement may not
be amended except by an instrument in writing signed on behalf of
all of the parties hereto. Any agreement to any extension or
waiver on the part of a party hereto shall be valid only if set
forth in an instrument in writing signed on behalf of such party.
For all purposes of this paragraph 16, the Management
Stockholders Committee shall be empowered to act on behalf of the
Management Stockholders, and the Investors' Representative shall
be empowered to act on behalf of the Investors.
17. Interpretation - The paragraph headings contained in
this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.
18. Severability - Every provision of this Agreement is
intended to be severable. If any term or provision hereof is
illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity of the remainder of this
Agreement.
19. Notices - All notices hereunder shall be in writing
and shall be deemed to have been given or made when delivered
personally or when transmitted by telex or telecopy, or three
days after the date deposited in the mail, first-class mail,
registered or certified, return receipt requested and postage
prepaid to the party at the address set forth below or such other
address as any party hereto may have furnished to the others in
writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt:
To the Company: DynCorp
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: T. Xxxxxx Xxxxxxxxx
or, where specified: Attention: Corporate Secretary
To the Management Management Stockholders Committee
Stockholders: c/o DynCorp
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
To the Investors: Capricorn Investors, L.P.
00 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Any notice hereunder shall be deemed to have been given to each
Management Stockholder if given to the Management Stockholders
Committee, and to each Investor if given to the Investors'
Representative at the addresses set forth above.
20. Governing Law - This Agreement shall be governed by
and construed in all respects in accordance with the laws of the
State of Delaware, without regard to the principles of conflicts
of laws thereof which might refer such interpretation to the laws
of a different state or jurisdiction.
21. Counterparts - This Agreement may be executed
simultaneously in one or more counterparts, each of which shall
be deemed to be an original but all of which together shall
constitute one and the same instrument.
22. Assignment - No party hereto may assign or delegate
or otherwise transfer any of its rights hereunder, and any
agreement, act, or deed purporting to effect any such assignment,
delegation, or transfer without such prior written consent shall
be void; provided however that such prohibition shall not exclude
assignment by operation of law, such as by merger of a party into
another corporation.
23. Binding Effect - Subject to the provisions of
paragraph 22, this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors
and assigns.
24. No Third-Party Beneficiaries - The provisions of this
Agreement are intended solely for the benefit of the parties
hereto, and no other party is entitled to any rights, benefits,
or privileges created hereunder.
IN WITNESS WHEREOF, this Agreement has been duly executed
and delivered as of the date first above written.
DYNCORP
By: Xxx X. Xxxxxxxxx, President
Xxx X. Xxxxxxxxx, President
CAPRICORN INVESTORS, L.P.
By: Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx, Xx., President
of Xxxxxxx Holdings, Inc., Managing
Partner of Capricorn Holdings,
L.P., General Partner of Capricorn
Investors, L.P.
SECURITY INSURANCE COMPANY OF HARTFORD
By:
Title:
GUARANTY NATIONAL INSURANCE COMPANY
By:
Title:
MANAGEMENT STOCKHOLDERS:
Print: Print:
Print: Print:
Print: Print:
Print: Print:
Print: Print:
Print: Print:
Exhibit A
Management Stockholders Committee
Xxx X. Xxxxxxxxx
T. Xxxxxx Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
