EXHIBIT 99.3
LETTER AGREEMENT
February 23, 2006 (4:00 p.m.)
Xxxxx X. Xxxxxxxxxxx
Xxxxxxxxx Companies Equity Partners, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Mr. Mitaronda
This letter agreement sets forth the agreement between Barington Companies
Equity Partners, L.P., a Delaware limited partnership and its related affiliates
("Barington"), and The Stride Rite Corporation, a Massachusetts corporation (the
"Company"), with respect to certain matters set forth herein. Pursuant to
Section 12 of Article II of the Company's By-Laws, as amended (the "Bylaw"), to
timely deliver nominations of candidates for election to the Board of Directors
of the Company, notice thereof must be delivered to the Company no later than
the close of business on the 10th day following the day on which public
disclosure of the date of the applicable meeting of shareholders called for such
election is made. The Company publicly disclosed the date of the 2006
Shareholders Meeting in its Annual Report filed with the Securities and Exchange
Commission on February 13, 2006. Therefore, the deadline for timely delivering
nominations to the Company is the close of business on February 23, 2006.
Notwithstanding the foregoing, in order for the Company to have sufficient time
to consider potential nominees by Barington to the Company's Board of Directors,
the Company hereby agrees to extend the deadline for timely delivering
nominations of candidates for election to the Board of Directors of the Company
at its 2006 Annual Meeting of Shareholders to 5:00 p.m. EST on Monday, February
27, 2006 (the "Revised Deadline"). We both agree to keep this letter agreement
confidential except to the extent that public disclosure, if any, is required
under applicable laws, rules and regulations, both parties acknowledging and
agreeing that no public disclosure is required prior to the Revised Deadline.
By signing below, each party represents and warrants to the other that it has
the full corporate power and authority to execute and deliver this letter
agreement, this letter agreement has been duly authorized (including, without
limitation, in the case of the Company, by such corporate and board action as is
necessary under the Bylaws), executed and delivered by such party and this
letter agreement constitutes the valid and binding obligation of such party,
enforceable against such party in accordance with its terms.
If you accept and agree to this letter agreement, please sign in the space
provided below.
Sincerely,
THE STRIDE RITE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxxxxxxx, Xx.
----------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, Xx. Xxxxxxx X. Xxxxxxxxxxx, Xx.
Title: General Counsel Secretary
ACCEPTED AND AGREED TO THIS
23RD DAY OF FEBRUARY, 2006.
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
LETTER AGREEMENT
February 27, 2006
Xxxxx X. Xxxxxxxxxxx
Xxxxxxxxx Companies Equity Partners, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Mr. Mitaronda
This letter agreement sets forth the agreement between Barington Companies
Equity Partners, L.P., a Delaware limited partnership and its related affiliates
("Barington"), and The Stride Rite Corporation, a Massachusetts corporation (the
"Company"), with respect to certain matters set forth herein. Pursuant to
Section 12 of Article II of the Company's By-Laws, as amended (the "Bylaw"), to
timely deliver nominations of candidates for election to the Board of Directors
of the Company, notice thereof must be delivered to the Company no later than
the close of business on the 10th day following the day on which public
disclosure of the date of the applicable meeting of shareholders called for such
election is made. The Company publicly disclosed the date of the 2006
Shareholders Meeting in its Annual Report filed with the Securities and Exchange
Commission on February 13, 2006. Therefore, the deadline for timely delivering
nominations to the Company is the close of business on February 23, 2006.
Notwithstanding the foregoing, in order for the Company to have sufficient time
to consider potential nominees by Barington to the Company's Board of Directors,
the Company hereby agrees to extend the deadline for timely delivering
nominations of candidates for election to the Board of Directors of the Company
at its 2006 Annual Meeting of Shareholders to 5:00 p.m. EST on Tuesday, February
28, 2006 (the "Revised Deadline"). We both agree to keep this letter agreement
confidential except to the extent that public disclosure, if any, is required
under applicable laws, rules and regulations, both parties acknowledging and
agreeing that no public disclosure is required prior to the Revised Deadline.
By signing below, each party represents and warrants to the other that it has
the full corporate power and authority to execute and deliver this letter
agreement, this letter agreement has been duly authorized (including, without
limitation, in the case of the Company, by such corporate and board action as is
necessary under the Bylaws), executed and delivered by such party and this
letter agreement constitutes the valid and binding obligation of such party,
enforceable against such party in accordance with its terms.
If you accept and agree to this letter agreement, please sign in the space
provided below.
Sincerely,
THE STRIDE RITE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxxxxxxx, Xx.
---------------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, Xx. Xxxxxxx X. Xxxxxxxxxxx, Xx.
Title: General Counsel Secretary
ACCEPTED AND AGREED TO THIS
27TH DAY OF FEBRUARY, 2006.
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
