EXHIBIT 99(c)(3)
SHAREHOLDERS AGREEMENT
This SHAREHOLDERS AGREEMENT, dated as of February 22, 1999 (this
"AGREEMENT"), is made and entered into among First Technology PLC, an English
public limited company ("PARENT"), First Technology Acquisition Corp., an
Indiana corporation and wholly owned subsidiary of Parent ("PURCHASER"), Control
Devices, Inc., a Indiana corporation (the "COMPANY"), and each of the
shareholders set forth on Schedule A hereto (each, a "SHAREHOLDER" and,
collectively, the "SHAREHOLDERS").
RECITALS:
A. Parent, Purchaser and the Company propose to enter into an Agreement
and Plan of Merger, dated as of the date hereof (the "MERGER AGREEMENT"),
pursuant to which Purchaser will merge with and into Company (the "MERGER") on
the terms and subject to the conditions set forth in the Merger Agreement.
Except as otherwise defined herein, terms used herein with initial capital
letters have the respective meanings ascribed thereto in the Merger Agreement.
B. As of the date hereof, each Shareholder is the Beneficial Owner of
the number of Common Shares, no par value (the "COMMON STOCK"), of the Company,
set forth opposite such Shareholder's name on Schedule A hereto (the "SHARES")
and holds stock options (the "SUBJECT OPTIONS") to acquire the number of Shares
set forth opposite such Shareholder's name on Schedule B hereto which were
granted pursuant to the Company's stock option plans; and
C. As a condition and inducement to their willingness to enter into the
Merger Agreement, Parent and Purchaser have requested that each Shareholder
agree, and each Shareholder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties and covenants contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
TENDER OF SUBJECT SHARES
1.1 AGREEMENT TO TENDER SUBJECT SHARES. Each Shareholder will
cause to be validly tendered (and will not withdraw) pursuant to and in
accordance with the terms of the Offer, not later than the tenth business day
after commencement of the Offer, all of such Shareholder's Subject Shares. Each
Shareholder hereby acknowledges that Purchaser's obligation to accept for
payment and pay for Common Stock (including such Shareholder's Subject Shares)
pursuant to the Offer is subject to the terms and conditions of the Offer set
forth in the Merger Agreement. Upon the purchase of all the Subject Shares by
Purchaser pursuant to the Offer in accordance with this Section 1.1, this
Agreement will terminate. In the event, notwithstanding the provisions of the
first sentence of this Section 1.1, any Subject Shares are for any reason
withdrawn from the Offer or are not purchased pursuant to the Offer, such
Subject Shares will remain subject to the terms of this Agreement. For purposes
of this Agreement, the term "SUBJECT SHARES" means Shares together with any
other shares of Common Stock the Beneficial Ownership of which is acquired by
exercise of the Subject Options or otherwise by such Shareholder during the
period from and including the date hereof through and including the date on
which this Agreement is terminated pursuant to Section 5.3 hereof and
"BENEFICIAL OWNERSHIP" or "BENEFICIALLY OWNS" with respect to any securities
means having "beneficial ownership" of such securities as determined pursuant to
Rule 13d- 3 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT").
ARTICLE II
VOTING OF SUBJECT SHARES
2.1 AGREEMENT TO VOTE SUBJECT SHARES. During the period
beginning on the date hereof and ending on the first anniversary of the date
hereof (the "VOTING AGREEMENT PERIOD"), at any meeting of the shareholders of
the Company called to consider and vote upon the adoption of the Merger
Agreement (and at any and all postponements and adjournments thereof), and in
connection with any action to be taken in respect of the adoption of the Merger
Agreement by written consent of shareholders of the Company, each Shareholder
will vote or cause to be voted (including by written consent, if applicable) all
of such Shareholder's Subject Shares in favor of the adoption of the Merger
Agreement and in favor of any other matter necessary or
2
appropriate for the consummation of the transactions contemplated by the Merger
Agreement which is considered and voted upon at any such meeting or made the
subject of any such written consent, as applicable. During the Voting Agreement
Period, at any meeting of the shareholders of the Company called to consider and
vote upon any Adverse Proposal(and at any and all postponements and adjournments
thereof), and in connection with any action to be taken in respect of any
Adverse Proposal by written consent of shareholders of Company, each Shareholder
will vote or cause to be voted (including by written consent, if applicable) all
of such Shareholder's Subject Shares against the adoption of such Adverse
Proposal. For purposes of this Agreement, the term "ADVERSE PROPOSAL" means any
(x) Company Takeover Proposal, (y) proposal or action that would reasonably be
expected to result in a breach of any covenant, representation or warranty of
Company set forth in the Merger Agreement, or (z) the following actions (other
than the Offer, the Merger and the other transactions contemplated by the Merger
Agreement): (i) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or its
Subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of
the Company or one of its Subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or any of its Subsidiaries; (iii) (A)
any change in a majority of the persons who constitute the board of directors of
the Company as of the date hereof; (B) any change in the present capitalization
of the Company or any amendment of the Company's articles of incorporation or
bylaws, as amended to date; (C) any other material change in the Company's
corporate structure or business; or (D) any other action that is intended, or
could reasonably be expected, to impede, interfere with, delay, postpone, or
adversely affect the Merger and the other transactions contemplated by this
Agreement and the Merger Agreement.
2.2 IRREVOCABLE PROXY. (a) GRANT OF PROXY. Each Shareholder
hereby appoints Parent and any designee of Parent, each of them individually,
such Shareholder's proxy and attorney- in-fact, with full power of substitution
and resubstitution, to vote or act by written consent with respect to all of
such Shareholder's Subject Shares in accordance with Section 2.1 hereof. This
proxy is given to secure the performance of the duties of such Shareholder under
this agreement. Each Shareholder affirms that this proxy is coupled with an
interest and is irrevocable. Each Shareholder will take such further action or
execute such other instruments as may be necessary to
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effectuate the intent of this proxy. For Subject Shares as to which the
Shareholder is the beneficial but not the record owner, the Shareholder will
use his best efforts to cause any record owner of such Subject Shares to
grant to Parent a proxy to the same effect as that contained herein.
(b) OTHER PROXIES REVOKED. Each Shareholder represents and
warrants that any proxies heretofore given in respect of such Shareholder's
Subject Shares are not irrevocable, and hereby revokes all such proxies.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 CERTAIN REPRESENTATIONS AND WARRANTIES OF THE
SHAREHOLDERS. Each Shareholder, severally and not jointly, represents and
warrants to Parent and Purchaser, as of the date hereof and as of the Closing
Date, as follows:
(a) OWNERSHIP. Such Shareholder is the sole Beneficial Owner
of the number of shares of Common Stock set forth opposite such Shareholder's
name on Schedule A hereto and has full and unrestricted power to dispose of and
to vote such Shares. The Shares are now, and at all times during the term hereof
will be, held by such Shareholder, or by a nominee or custodian for the benefit
of such Shareholder, free and clear of all Liens and proxies, except for any
Liens or proxies arising hereunder. The transfer by such Shareholder of its
Subject Shares to Purchaser or Parent pursuant to the Offer or the applicable
Option, respectively, will pass to and unconditionally vest in Purchaser or
Parent good and valid title to such Subject Shares, free and clear of all Liens
other than restrictions set forth under applicable securities laws. Except as
set forth in Schedule A and Schedule B hereto, such Shareholder does not (a)
Beneficially Own any securities of the Company on the date hereof or (b)
directly or indirectly, Beneficially Own or have any option, warrant or other
right to acquire any securities of the Company that are or may by their terms
become entitled to vote or any securities that are convertible or exchangeable
into or exercisable for any securities of the Company that are or may by their
terms become entitled to vote, nor is the Shareholder subject to any contract,
commitment, arrangement, understanding or relationship (whether or not legally
enforceable), other than this Agreement, that allows or obligates him to vote,
dispose of or acquire any securities of the Company. The Shareholder holds
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exclusive power to vote the Shares and has not granted a proxy to any other
Person to vote the Shares, subject to the limitations set forth in this
Agreement.
(b) POWER AND AUTHORITY; EXECUTION AND DELIVERY. Such
Shareholder has all requisite power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. In the case of each
Shareholder that is not a natural person, the execution and delivery of this
Agreement by such Shareholder and the consummation by such Shareholder of the
transactions contemplated hereby have been duly authorized by all necessary
action, if any, on the part of such Shareholder. This Agreement has been duly
executed and delivered by such Shareholder and, assuming that this Agreement
constitutes the valid and binding obligation of the other parties hereto,
constitutes a valid and binding obligation of such Shareholder, enforceable
against such Shareholder in accordance with its terms.
(c) NO CONFLICTS. The execution and delivery of this Agreement
do not, and, subject to compliance with the HSR Act and appropriate filings
under securities laws (which each Shareholder agrees to make promptly), to the
extent applicable, the consummation of the transactions contemplated hereby and
compliance with the provisions hereof will not, conflict with, result in a
breach or violation of or default (with or without notice or lapse of time or
both) under, or give rise to any material obligation, any right of termination,
cancellation, or acceleration of any obligation or any loss of a material
benefit under, or require notice to or the consent of any person under any
agreement, instrument, undertaking, law, rule, regulation, judgment, order,
injunction, decree, determination or award binding on such Shareholder, other
than such conflicts, breaches, violations, defaults, obligations, rights or
losses that individually or in the aggregate would not impair the ability of
such Shareholder to perform such Shareholder's obligations under this Agreement.
(d) BROKERS. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement or the Merger Agreement
based upon arrangements made by or on behalf of the Shareholder that is or will
be payable by the Company or any of its Subsidiaries.
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3.2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to Parent and Purchaser, as of the date hereof and as of
the Closing Date, as follows:
(a) ORGANIZATION; AUTHORITY. The Company is a corporation duly
organized and validly existing under the laws of the State of Indiana, has the
requisite corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby, and has taken all
necessary corporate action to authorize the execution, delivery and performance
of this Agreement.
(b) EXECUTION AND DELIVERY. This Agreement has been duly
executed and delivered by the Company and, assuming that this Agreement
constitutes the valid and binding obligation of the other parties hereto,
constitutes a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms.
(c) NO CONFLICTS. The execution and delivery of this Agreement
by the Company does not, and, subject to compliance with the HSR Act and
appropriate filings under securities laws (which the Company agrees to make
promptly), to the extent applicable, the consummation of the transactions
contemplated hereby and compliance with the provisions hereof will not, conflict
with, result in a breach or violation of or default (with or without notice or
lapse of time or both) under, or give rise to any material obligation, any right
of termination, cancellation, or acceleration of any obligation or any loss of a
material benefit under, or require notice to or the consent of any person under
(i) its articles of incorporation or bylaws, (ii) any agreement, instrument,
undertaking, law, rule, regulation, judgment, order, injunction, decree,
determination or award by which it is bound, or (iii) any judgment, writ,
decree, order or ruling applicable to the Company; except in the case of clauses
(ii) and (iii) for conflicts, violations, breaches or defaults that would not
impair the ability of the Company to perform its obligations under this
Agreement.
(d) ANTITAKEOVER STATUTES. The Company Board has approved the
Offer, the Merger, the Merger Agreement, this Agreement and the transactions
contemplated thereby and hereby and such approval is sufficient to render
inapplicable to the Offer, the Merger, the Merger Agreement, this Agreement and
the transactions contemplated thereby and hereby, the provisions of Chapter 43
of the IBCL. Neither Chapter 42 of the IBCL nor any
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other "fair price," "merger moratorium," "control share acquisition" or other
anti-takeover statute or similar statute or regulation applies or purports to
apply to the Offer, the Merger, the Merger Agreement, this Agreement or any of
the transactions contemplated thereby or hereby.
3.3 REPRESENTATIONS AND WARRANTIES OF PARENT. Each of Parent
and Purchaser hereby represents and warrants, jointly and severally, to each
Shareholder, as of the date hereof and as of the Closing Date, that:
(a) ORGANIZATION; AUTHORITY. Each of Parent and Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, has the requisite corporate power and
authority to execute and deliver this Agreement and, subject to obtaining Parent
Shareholder Approval, to consummate the transactions contemplated hereby, and
has taken all necessary corporate action to authorize the execution, delivery
and, subject to obtaining Parent Shareholder Approval, performance of this
Agreement.
(b) EXECUTION AND DELIVERY. This Agreement has been duly
executed and delivered by Parent and Purchaser and, assuming that this Agreement
constitutes the valid and binding obligation of the other parties hereto,
constitutes a valid and binding obligation of Parent and Purchaser, enforceable
against Parent and Purchaser in accordance with its terms.
(c) NO CONFLICTS. The execution and delivery of this Agreement
by Parent and Purchaser do not, and, subject to compliance with the HSR Act and
appropriate filings under securities laws (which the Parent and Purchaser agree
to make promptly), to the extent applicable, the consummation of the
transactions contemplated hereby and compliance with the provisions hereof will
not, conflict with, result in a breach or violation of or default (with or
without notice or lapse of time or both) under, or give rise to any material
obligation, any right of termination, cancellation, or acceleration of any
obligation or any loss of a material benefit under, or require notice to or the
consent of any person under (i) its articles of incorporation or bylaws or
equivalent organizational documents, (ii) any agreement, instrument,
undertaking, law, rule, regulation, judgment, order, injunction, decree,
determination or award by which it is bound, or (iii) any judgment, writ,
decree, order or ruling applicable to the Parent or Purchaser; except in the
case of clauses (ii) and (iii) for conflicts, violations,
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breaches or defaults that would not impair the ability of Parent or Purchaser
to perform its obligations under this Agreement.
ARTICLE IV
CERTAIN COVENANTS OF SHAREHOLDERS
4.1 RESTRICTION ON TRANSFER OF SUBJECT SHARES, PROXIES AND
NONINTERFERENCE. No Shareholder will, directly or indirectly: (a) except
pursuant to the terms of this Agreement and the Merger Agreement, 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, any or all of such
Shareholder's Subject Shares; (b) except pursuant to the terms of this
Agreement, grant any proxies or powers of attorney, deposit any of such
Shareholder's Subject Shares into a voting trust or enter into a voting
agreement with respect to any of such Shareholder's Subject Shares; (c) except
within the terms of a prior written request of Parent, exercise any of the
Subject Options; or (d) take any action that would reasonably be expected to
make any representation or warranty contained herein untrue or incorrect or have
the effect of impairing the ability of such Shareholder to perform such
Shareholder's obligations under this Agreement or preventing or delaying the
consummation of any of the transactions contemplated hereby.
4.2 ADJUSTMENTS. (a) In the event (i) of any stock dividend,
stock split, recapitalization, reclassification, combination or exchange of
shares of capital stock or other securities of the Company on, of or affecting
the Common Stock or the like or any other action that would have the effect of
changing a Shareholder's ownership of the Company's capital stock or other
securities or (ii) a Shareholder becomes the Beneficial Owner of any additional
shares of Common Stock or other securities of the Company, then the terms of
this Agreement will apply to the shares of capital stock held by the Shareholder
immediately following the effectiveness of the events described in clause (i) or
the Shareholder becoming the Beneficial Owner thereof, as described in clause
(ii), as though they were Shares hereunder.
(b) Each Shareholder hereby agrees, while this Agreement is in
effect, to promptly notify Parent of the number
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of any new Shares acquired by the Shareholder, if any, after the date hereof.
4.3 NO SOLICITATION. No Shareholder will take, or authorize or
permit any of its officers, directors, employees, agents or representatives
(including any investment banker, financial advisor, attorney or accountant) to
take, any action that the Company would be prohibited from taking under Section
5.2(a) or 5.2(b) of the Merger Agreement.
4.4 WAIVER OF APPRAISAL RIGHTS. Each Shareholder hereby waives
any rights of appraisal or rights to dissent from the Merger that such
Shareholder may have.
4.5 NONEXERCISE OF RIGHTS OF FIRST REFUSAL. No Shareholder
will exercise any purchase right or right of first refusal that it may have with
respect to any Common Stock of any other person in connection with any tender by
such other person of such Common Stock pursuant to the Offer.
4.6 COOPERATION. Each Shareholder will cooperate fully with
Parent and Company in connection with their respective reasonable best efforts
to fulfill the conditions to the Merger set forth in Article VI of the Merger
Agreement.
ARTICLE V
MISCELLANEOUS
5.1 SECURITIES LAW COMPLIANCE. The Options and the Subject
Shares to be acquired upon exercise of the Options are being and will be
acquired by Parent without a view to public distribution thereof otherwise than
in compliance with the Securities Act and applicable state securities laws and
will not be transferred or otherwise disposed of except in a transaction
registered or exempt from registration under the Securities Act and in
compliance with applicable state securities laws. Neither Parent nor Purchaser
will effect any offer or sale of Subject Shares which would cause any
Shareholder to violate the registration requirements of the Securities Act of
1933, as amended, or the registration or qualification requirements of the
securities laws of any jurisdiction.
5.2 FEES AND EXPENSES. Each party hereto will pay its own
expenses incident to preparing for, entering into and
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carrying out this Agreement and the consummation of the transactions
contemplated hereby.
5.3 AMENDMENT; TERMINATION. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto. This Agreement will terminate (a) upon the purchase of all of the
Subject Shares pursuant to the Offer in accordance with Section 1.1 or (b) by
the mutual consent of the Board of Directors of the Company, the Board of
Directors of Parent and Shareholders representing a majority of the Subject
Shares subject to this Agreement. In the event of termination of this Agreement
pursuant to this Section 5.3, this Agreement will become null and void and of no
effect with no liability on the part of any party hereto and all proxies granted
hereby will be automatically revoked; provided, however, that no such
termination will relieve any party hereto from any liability for any breach of
this Agreement occurring prior to such termination, and provided further that
the representations and warranties set forth in Article III and covenants set
forth in Section 5.2 will survive the termination of this Agreement.
5.4 EXTENSION; WAIVER. Any agreement on the part of a party to
waive any provision of this Agreement, or to extend the time for any performance
hereunder, will be valid only if set forth in an instrument in writing signed on
behalf of such party. The failure of any party to this Agreement to assert any
of its rights under this Agreement or otherwise will not constitute a waiver of
such rights.
5.5 ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement and the Merger Agreement constitute the entire agreement among the
parties hereto with respect to the subject matter hereof, and supersede all
prior agreements and understandings, both written and oral, among the parties
with respect to such matters. Neither the Merger Agreement nor this Agreement is
intended to confer upon any person other than the parties hereto any rights or
remedies.
5.6 GOVERNING LAW. This Agreement will be governed by, and
construed in accordance with, the laws of the State of Indiana, regardless of
the laws that might otherwise govern under applicable principles of conflict of
laws thereof.
5.7 NOTICES. Any notice required to be given hereunder will be
sufficient if in writing, and sent by facsimile transmission and by courier
service (with proof of service), hand
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delivery or certified or registered mail (return receipt requested and
first-class postage prepaid), addressed as follows:
If to Parent or Purchaser:
First Technology PLC
0 Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxx
Xxxxx
Xxxxxxxxx XX0 0XX
Attn: Xx. Xxxx Xxxxxxxx
Fax No.: 00-0000-000-000
With copies to:
Xxxxx, Day, Xxxxxx & Xxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxxx, Esq.
Fax No.: 000-000-0000
If to the Company or any
Shareholder:
Control Devices, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxxxxxx
Fax No.: 207-642-0111February 22,
1999
With copies to:
Xxxxxx & Xxxxxxx, PC
0000 Xxxx Xxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X Xxxxxx, Esq.
Fax No.: 000-000-0000
or to such other address as any party will specify by written notice so given,
and such notice will be deemed to have been delivered as of the date so
telecommunicated, personally delivered or mailed.
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5.8 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests, or obligations under this Agreement may be assigned or delegated, in
whole or in part, by operation of law or otherwise, by any Shareholder without
the prior written consent of Parent, and any such assignment or delegation that
is not consented to will be null and void. This Agreement, together with any
rights, interests, or obligations of Parent hereunder, may be assigned or
delegated, in whole or in part, by Parent without the consent of or any action
by any Shareholder upon notice by Parent to each Shareholder affected thereby as
herein provided. 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 (including without limitation any person
to whom any Subject Shares are sold, transferred or assigned).
5.9 FURTHER ASSURANCES. Each Shareholder will execute and
deliver such other documents and instruments and take such further actions as
may be reasonably necessary or appropriate or as may be reasonably requested by
Parent in order to ensure that Parent receives the full benefit of this
Agreement, provided that such actions are at no cost to the Shareholder.
5.10 PUBLICITY. Parent, the Company and each Shareholder will
consult with each other party before issuing any press release or otherwise
making any public statements with respect to this Agreement or the Merger
Agreement or the other transactions contemplated hereby or thereby and will not
issue any such press release or make any such public statement before such
consultation, except as may be required by law or applicable stock exchange
rules.
5.11 ENFORCEMENT. Irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. Accordingly, the parties
will be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this
Agreement, this being in addition to any other remedy to which they are entitled
at law or in equity.
5.12 SEVERABILITY. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law but if any provision or portion
of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any
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respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or portion of
any provision in such jurisdiction, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision had never been contained
herein.
5.13 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which will be considered one and the same instrument
and will become effective when one or more counterparts have been signed by each
party and delivered to the other parties.
5.14 HEADINGS. The descriptive headings contained herein are
for convenience and reference only and will not affect in any way the meaning or
interpretation of this Agreement.
5.15 REMEDIES NOT EXCLUSIVE. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity will be cumulative and not alternative, and the exercise of any
thereof by either party will not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the day and year first written above.
FIRST TECHNOLOGY PLC
By: /s/ Xx. Xxxxxxxxx Xxxxxxxx
--------------------------------------------
Name: Xx. Xxxxxxxxx Xxxxxxxx
---------------------------------------
Title: Chairman
--------------------------------------
FIRST TECHNOLOGY ACQUISITION
CORP.
By: /s/ Xx. Xxxxxxxxx Xxxxxxxx
--------------------------------------------
Name: Xx. Xxxxxxxxx Xxxxxxxx
---------------------------------------
Title: Chairman
--------------------------------------
CONTROL DEVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxxx
---------------------------------------
Title: President and Chief Executive Officer
--------------------------------------
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
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SHAREHOLDERS:
/s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
Prudential Securities c/f
Xxxxxxx X. Xxxxxxx, Xx. PSP
FBO Xxxxxxx X. Xxxxxxx, Xx.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
------------------------------------
Prudential Securities c/f
Xxxxxxx X. Xxxxxxx, Xx. MPP
FBO Xxxxxxx X. Xxxxxxx, Xx.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
------------------------------------
/s/ Xxxxxx Xxxxxx-Xxxxxxxxx
--------------------------------------
Xxxxxx Xxxxxx-Xxxxxxxxx
/s/ Xxxxx Xxxxxxx
--------------------------------------
Xxxxx Xxxxxxx
Prudential Securities c/f
Xxxxx Xxxxxxx Roll XXX
#OZJ-F46165-80
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Xxxxx Xxxxxxx
15
Prudential Securities c/f
Xxxxx Xxxxxxx PSP
FBO Xxxxx Xxxxxxx #OZJ-R47951-80
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx
Prudential Securities c/f
Xxxxx Xxxxxxx MPP
FBO Xxxxx Xxxxxxx #OZJ-R47960-80
By: /s/ Xxxxx Xxxxxxx
------------------------------------
/s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------------
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, Xx., Trustee
For the Plan of Xxxxx X. Xxxxxxx
Money Purchase Plan
By: /s/ Xxxxx X. Xxxxxxx, Xx.
------------------------------------
/s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxx
--------------------------------------
Xxxxxxx X. Xxxx
16
17
TABLE OF DEFINED TERMS
PAGE
Adverse Proposal ......................................................... 3
Agreement ................................................................ 1
Beneficial Ownership ..................................................... 2
Beneficially Owns ........................................................ 2
Common Stock ............................................................. 1
Company .................................................................. 1
Exchange Act ............................................................. 2
Merger ................................................................... 1
Merger Agreement ......................................................... 1
Parent ................................................................... 1
Purchaser ................................................................ 1
Shareholder .............................................................. 1
Shareholders ............................................................. 1
Shares ................................................................... 1
Subject Options .......................................................... 1
Subject Shares ........................................................... 2
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SCHEDULE A
SHARES
Xxxxx X. Xxxxxxx..................... 534,481
Xxxxxxx X. Xxxxxxx, Xx............... 267,240
Xxxxx Xxxxxxx........................ 267,240
Xxxxx X. Xxxxxxxx.................... 256,410
Xxxxxxx X. Xxxx...................... 170,940
Xxxxxx Xxxxxx-Xxxxxxxxx.............. 68,369
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SCHEDULE B
Grant
OPTIONS: # PRICE
-------- ------ --------
Xxxxx X. Xxxxxxxx 75,000 $ 6.34
Xxxxx X. Xxxxxxxx 75,000 10.80
Xxxxxxx X. Xxxx 50,000 6.34
Xxxxxxx X. Xxxx 50,000 10.80
Xxxxxx Xxxxxx Xxxxxxxxx 23,333 5.40
Xxxxxx Xxxxxx Xxxxxxxx 23,333 10.80
Xxxxx X. Xxxxxxx 1,666 7.61
Xxxxx X. Xxxxxxx 1,666 12.95
Xxxxx Xxxxxxx 1,666 7.61
Xxxxx Xxxxxxx 1,666 12.95
Xxxxxxx Xxxxxxx 1,666 10.00
Xxxxxxx Xxxxxxx 1,666 12.95
20
