Exhibit 99.3
EXECUTION COPY
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CPI STOCKHOLDERS VOTING AGREEMENT
by and among
CERTAIN STOCKHOLDERS OF CPI DEVELOPMENT CORPORATION,
ARMKEL, LLC
and
MCC ACQUISITION HOLDINGS CORPORATION
Dated: May 7, 2001
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CPI STOCKHOLDERS VOTING AGREEMENT
This CPI Stockholders Voting Agreement is made and entered into as of May
7, 2001 (this "Agreement"), by and among MCC Acquisition Holdings Corporation, a
Delaware corporation ("Buyer"), Armkel, LLC, a Delaware limited liability
company ("Assets Buyer") and the stockholders of CPI Development Corporation, a
Delaware corporation ("CPI"), listed as signatories hereto (each a "Stockholder"
and, collectively, the "Stockholders"). The Stockholders, Buyer and Assets Buyer
are collectively referred to herein as the "Parties".
RECITALS
WHEREAS, concurrently with the execution and delivery of this Agreement,
Xxxxxx-Xxxxxxx, Inc., a Delaware corporation (the "Company"), CPI, Buyer, MCC
Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of
Buyer ("Company Merger Sub"), and, MCC Acquisition Sub Corporation, a Delaware
corporation and a wholly owned subsidiary of Buyer ("CPI Merger Sub"), have
executed and delivered an Agreement and Plan of Merger, dated as of the date
hereof (the "Merger Agreement"), providing for, among other things, the merger
of CPI Merger Sub with and into CPI (the "CPI Merger") and the merger of Company
Merger Sub with and into the Company (the "Company Merger"),which Merger
Agreement has been unanimously approved by the Boards of Directors of the
Company, Buyer, Company Merger Sub;
WHEREAS, concurrently with the execution and delivery of this Agreement,
the Company and Assets Buyer have executed and delivered an Asset Purchase
Agreement, dated as of May 7, 2001 (including the exhibits, schedules and
annexes thereto, the "Asset Purchase Agreement"), providing for, among other
things, the sale, conveyance, transfer, assignment and delivery to Assets Buyer
of all of the Company's and its affiliates' rights, title and interest in and to
the Purchased Assets (as defined in the Asset Purchase Agreement) and the
assumption by Assets Buyer of all of the Assumed Liabilities (as defined in the
Asset Purchase Agreement; such sales, transfers, assignments, purchases,
acceptances and assumptions collectively, the "Assets Purchase") which Asset
Purchase Agreement has been unanimously approved by the Board of Directors of
the Company and the Assets Buyer;
WHEREAS, each Stockholder is the record owner of the number of shares of
capital stock of CPI (collectively, the "CPI Shares") set forth opposite each
Stockholder's name on Exhibit A attached hereto; and
WHEREAS, as a condition to entering into the Merger Agreement and the Asset
Purchase Agreement, Buyer and Assets Buyer have required that the Stockholders
agree, and, in order to induce Buyer, Company Merger Sub, CPI Merger Sub and
Assets Buyer to enter into the Merger Agreement, and the Asset Purchase
Agreement, the Stockholders have agreed to enter into this Agreement relating to
the voting of the CPI Shares in connection with certain transactions
contemplated by the Merger Agreement and the Asset Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained and for other good and valuable consideration,
the receipt and
adequacy of which is hereby acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:
1. Certain Definitions. Except as specified herein, capitalized terms used
in this Agreement shall have the meanings assigned to such terms in the Merger
Agreement as originally executed and delivered. If any definitions in the Merger
Agreement have been amended, such amendment shall only be given effect for
purposes of this agreement if and only if a corresponding change has been made
to the Asset Purchase Agreement.
2. Agreement to Vote.
(a) Voting. Each Stockholder hereby agrees to vote (or cause to be voted)
all of the CPI Shares owned by the Stockholder (and any and all securities
issued or issuable in respect thereof), at any annual, special or other meeting
of the stockholders of CPI, and at any adjournment or adjournments thereof, or
pursuant to any action in writing in lieu of a meeting or otherwise:
(i) in favor of the approval of the CPI Merger, the Recapitalization
and the other transactions contemplated by the Merger Agreement (including
the transactions pursuant to the Asset Purchase Agreement) and in favor of
the approval and adoption of the Merger Agreement and the Recapitalization
Amendment, and all actions required in furtherance thereof if and only if
such matter is put to a vote of the Stockholders of CPI in their capacity
as such (and in no event shall this Agreement extend to a vote of any
shares of the stock of the Company held directly or indirectly by any such
Stockholder);
(ii) in favor of the approval of the Assets Purchase and the other
transactions contemplated by the Asset Purchase Agreement and all actions
required in furtherance thereof if and only if such matter is put to a vote
of the Stockholders of CPI in their capacity as such (and in no event shall
this Agreement extend to a vote of any shares of the stock of the Company
held directly or indirectly by any such Stockholder);
(iii) against any merger, reorganization, share exchange,
consolidation, purchase, sale of a material portion of the assets or
similar transaction involving CPI (other than (A) the CPI Merger and the
transactions contemplated by the Merger Agreement and (B) any Substitute
Merger Agreement (as defined in the Asset Purchase Agreement) and the
transactions contemplated thereby (the "Substitute Merger")); and
(iv) against any amendment of CPI's Certificate of Incorporation or
Bylaws which amendment would in any manner prevent or materially impede,
interfere with or delay the Company Merger, the CPI Merger, the Merger
Agreement, the Assets Purchase, the Asset Purchase Agreement or any of the
transactions contemplated thereby.
(b) Intentionally Omitted.
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3. Grant of Irrevocable Proxy
(a) Proxy
Each Stockholder hereby irrevocably grants to and appoints Buyer and Assets
Buyer (and each officer of Buyer and Assets Buyer designated by Buyer and Assets
Buyer), the Stockholder's proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of the Stockholder, to vote
at a meeting of stockholders (or cause to be voted at a meeting of stockholders)
all of the CPI Shares owned by the Stockholder (and any and all securities
issued or issuable in respect thereof), or as to which the Stockholder has
voting control, solely with respect to the matters set forth below, at any
annual, special or other meeting of the stockholders of CPI, and at any
adjournment or adjournments thereof:
(i) in favor of the approval of the CPI Merger and the other
transactions contemplated by the Merger Agreement (including the
transactions pursuant to the Asset Purchase Agreement) and in favor of the
approval and adoption of the Merger Agreement, and all actions required in
furtherance thereof if and only if such matter is put to a vote of the
Stockholders of CPI in their capacity as such (and in no event shall this
Agreement extend to a vote of any shares of the stock of the Company held
directly or indirectly by any such Stockholder);
(ii) in favor of the approval of the Assets Purchase and the other
transactions contemplated by the Asset Purchase Agreement and all actions
required in furtherance thereof if and only if such matter is put to a vote
of the Stockholders of CPI in their capacity as such (and in no event shall
this Agreement extend to a vote of any shares of the stock of the Company
held directly or indirectly by any such Stockholder);
(iii) against any merger, reorganization, share exchange,
consolidation, purchase, sale of a material portion of the assets or
similar transaction involving CPI (other than (A) the CPI Merger and the
transactions contemplated by the Merger Agreement and (B) any Substitute
Merger Agreement and any Substitute Merger); and
(iv) against any amendment of CPI's Certificate of Incorporation or
Bylaws which amendment would in any manner prevent or materially impede,
interfere with or delay the Company Merger, the CPI Merger, the Merger
Agreement, the Assets Purchase, the Asset Purchase Agreement or any of the
transactions contemplated thereby (it being understood that the
Recapitalization Amendment as contemplated by the Merger Agreement shall
not be deemed to prevent or materially impede, interfere with or delay the
Company Merger, the CPI Merger, the Merger Agreement or any of the
transactions contemplated by the Merger Agreement).
(b) Duration. Each Stockholder hereby affirms that the irrevocable proxy
granted to Buyer set forth in this Section 3 will be valid until (but not
beyond) the earlier of the Termination Time or the Healthcare Termination Time
(as defined in Section 8(b)) and is given to secure the performance of the
obligations of the Stockholder under this Agreement. Each Stockholder hereby
affirms that the irrevocable proxy granted to Assets Buyer set forth in this
Section 3 will be valid until (but not beyond) the earlier of the Termination
Time or the Consumer Termination Time (as defined in Section 8(b)) and is given
to secure the performance of the obligations of the Stockholder under this
Agreement. Each Stockholder hereby revokes any proxy previously granted by it
with respect to its CPI Shares and further affirms that each proxy hereby
granted shall, until (but not beyond) the requisite times set forth in the
preceding
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two sentences, be irrevocable and shall be deemed coupled with an interest, in
accordance with the Delaware General Corporation Law (the "DGCL").
4. Restrictions on Transfer.
(a) Except as provided in this Agreement, each Stockholder shall not sell,
transfer, assign, pledge, or otherwise dispose of, or enter into any contract,
option or other agreement with respect to the sale, transfer, assignment or
other disposition ("Transfer") of the CPI Shares now owned beneficially or of
record or hereafter acquired by the Stockholder (or any interest contained
therein) at any time prior to the Termination Time.
(b) Notwithstanding the foregoing, each Stockholder may Transfer the CPI
Shares now owned or hereafter acquired by the Stockholder (or any interest
contained herein) (i) as a bona fide gift or gifts, provided that the donee or
donees thereto agree to be bound by the restrictions set forth herein and comply
herewith, (ii) to any trust for the direct or indirect benefit of any
Stockholder or the immediate family of any Stockholder provided that the trustee
of the trust agrees to be bound by the restrictions set forth herein and comply
herewith, or (iii) with the prior written consent of Buyer. For purposes of this
Agreement, "immediate family" shall mean any relationship by blood, marriage or
adoption, not more than first cousin.
5. Additional Shares. Without limiting the provisions of the Merger
Agreement, in the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock of CPI on, of or affecting the CPI Shares or (ii) a Stockholder becomes
the record owner of any additional shares of capital stock of CPI or other CPI
securities entitling the holder thereof to vote or give consent with respect to
the matters set forth in Section 2, then the terms of this Agreement shall apply
to the shares of capital stock or other securities of CPI held by the
Stockholder immediately following the effectiveness of the events described in
clause (i) or a Stockholder becoming the record owner thereof, as described in
clause (ii), as though they were CPI Shares hereunder. Each Stockholder hereby
agrees to promptly notify (x) until the Healthcare Termination Time, the Buyer
and (y) until the Consumer Termination Time, the Assets Buyer of the number of
any new shares of capital stock of CPI or other voting securities of CPI
acquired by the Stockholder, if any, after the date hereof and prior to the
Termination Time.
6. Dividends. Each Stockholder shall retain record and beneficial ownership
of all CPI Shares and be entitled to receive all cash dividends paid by CPI with
respect to the CPI Shares during the term of this Agreement and until the CPI
Shares are cancelled in the CPI Merger.
7. Representations and Warranties.
(a) Organization and Due Authority. Each Party hereby severally and not
jointly represents and warrants to the other Parties that (i) such Party is duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its organization and (ii) such Party has all requisite power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby.
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(b) Binding Agreement. Each Party hereby severally and not jointly
represents and warrants to the other Parties that (i) the execution, delivery
and performance by such Party of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of such Party and (ii) this Agreement has been duly executed
and delivered by such Party and is a legal, valid and binding obligation of such
Party, enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting the enforcement of
creditors' rights in general and by general principles of equity.
(c) Noncontravention. Each Party hereby severally and not jointly
represents and warrants to the other Parties that neither the execution and
delivery of this Agreement by such Party nor the consummation by such Party of
the transactions contemplated hereby (including approval and completion of the
Recapitalization as contemplated by the Merger Agreement) will (i) conflict with
any provision of such Party's Certificate of Incorporation or Bylaws or similar
organizational documents, (ii) violate or result in a breach of any material
contract to which such Party is a party or (iii) violate any law to which such
Party is subject.
(d) Ownership of CPI Shares. Each Stockholder hereby severally and not
jointly represents and warrants to the Buyer that, except to the extent that the
beneficiaries of the Stockholder are deemed to beneficially own the CPI Shares,
the Stockholder is the record and beneficial owner of the CPI Shares, free and
clear of any and all liens, options or restrictions on the right to vote or
grant a consent with respect to such CPI Shares, except for such liens and
restrictions arising under this Agreement. Each Stockholder has the exclusive
power to vote the CPI Shares owned by it, except as provided in this Agreement.
Each Stockholder hereby severally and not jointly represents and warrants to the
Buyer that the CPI Shares set forth opposite the Stockholder's name on Exhibit A
hereto represent all the shares of capital stock of CPI owned of record and
beneficially by the Stockholder.
8. General Provisions.
(a) Specific Performance. The Parties agree that a violation, breach or
threatened breach by any other Party of any term of this Agreement would cause
irreparable injury for which an adequate remedy at law is not available.
Therefore, the Parties agree that each Party shall have the right of specific
performance and, accordingly, shall be entitled to an injunction, restraining
order or other form of equitable relief, in addition to any and all other rights
and remedies at law or in equity, restraining any other Party from committing
any breach or threatened breach of, or otherwise specifically to enforce, any
provision of this Agreement and all such rights will be cumulative. The Parties
further agree that any defense in any action for specific performance that a
remedy at law would be adequate is waived.
(b) Termination.
(i) This Agreement shall terminate in its entirety, and no Party shall have
any rights or obligations hereunder, upon the earlier of (x) the CPI Merger
Effective Time and the termination of both the Merger Agreement and the Asset
Purchase Agreement pursuant to their respective terms and (y) the termination of
the voting agreement, dated as of the date hereof,
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between the Buyer and CPI pursuant to its terms. The date and time at which this
Agreement is terminated in accordance with this Section 8(b)(i) is referred to
herein as the "Termination Time".
(ii) This Agreement shall terminate with respect to Buyer (but not with
respect to Assets Buyer), and Buyer shall have no further rights or obligations
hereunder, upon the earlier of (x) the CPI Merger Effective Time and (y) the
termination of the Merger Agreement pursuant to its terms. The date and time at
which this Agreement is terminated in accordance with this Section 8(b)(ii) is
referred to herein as the "Healthcare Termination Time".
(iii) This Agreement shall terminate with respect to Assets Buyer (but not
with respect to Buyer), and Assets Buyer shall have no further rights or
obligations hereunder, upon the earlier to occur of (x) the consummation of the
Assets Purchase and (y) termination of the Asset Purchase Agreement pursuant to
its terms. The date and time at which this Agreement is terminated in accordance
with this Section 8(b)(iii) is referred to herein as the "Consumer Termination
Time".
(iv) Notwithstanding the foregoing, no termination of this Agreement
(including any termination with regard to the Assets Buyer and the Buyer) shall
relieve any Party from liability for such Party's breach of any provision hereof
prior to such termination.
(c) Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given (i) on
the date of service, if served personally, (ii) upon confirmation of receipt, if
transmitted by telecopy, electronic or digital transmission method, (iii) on the
first business day after it is sent, if sent for next day delivery by recognized
overnight delivery service (e.g., Federal Express), and (iv) on the third day
after it is sent, if sent by first class mail, registered or certified, postage
prepaid and return receipt requested. In each case, notice shall be sent to the
Parties at the following addresses (or at such other address for a Party as
shall be specified by like notice):
If to the Stockholders or the Stockholders' Representative, addressed to:
CPI Development Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxx
Telecopy: 000-000-0000
With copies to:
Xxxxxx & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
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If to Buyer, addressed to:
MCC Acquisition Holdings Corporation
00 XXX Xxxxxxx
0xx Xxxxx Xxxx
Xxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Wild
Telecopy: (000) 000-0000
With a copy to:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
If to Assets Buyer, addressed to:
Armkel, LLC
c/o Kelso & Company
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, XX, Esq.
Telecopy: (000) 000-0000
With copies to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
0 Xxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxx
Xxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
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Notice of change of address shall be effective only when done in accordance with
this Section 8(c).
(d) Interpretation. When a reference is made in this Agreement to Sections,
such reference shall be to a Section of this Agreement unless otherwise
indicated. Headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
Whenever the word "include," "includes" or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation". This Agreement shall not be construed for or against any Party by
reason of the authorship or alleged authorship of any provision hereof or by
reason of the status of the respective Parties. For all purposes of this
Agreement, words stated in the singular shall be held to include the plural and
vice versa, and words of one gender shall be held to include each other gender,
as the context may require or allow. The terms "hereof," "herein," and
"herewith" and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole (and not to any particular
provision of this Agreement). The word "or" shall not be exclusive.
(e) Entire Agreement. This Agreement, the Indemnification Agreement, dated
as of the date hereof (the "Indemnification Agreement"), among the Parties, the
Merger Agreement and the Asset Purchase Agreement constitute the entire
agreement of the Parties, as applicable, with respect to the subject matter
hereof and thereof and supersede all prior agreements or understandings, both
written and oral, with respect to such subject matter. No Party has made any
representation or warranty or given any covenant to another Party except as set
forth in this Agreement, the Indemnification Agreement and in the Merger
Agreement.
(f) Assignment; Successors and Assigns. Each Party agrees that it will not
assign, transfer, delegate, or otherwise dispose of, whether voluntarily or
involuntarily, any right or obligation under this Agreement without the prior
written consent of the other Party. Any purported assignment, transfer,
delegation or disposition in violation of this Section 8(f) shall be null and
void ab initio. Subject to the foregoing limits on assignment, this Agreement
shall be binding upon and shall inure to the benefit of the Parties and their
respective successors and permitted assigns. This Agreement does not create, and
shall not be construed as creating, any rights or claims enforceable by any
Person not a party to this Agreement.
(g) Governing Law; Jurisdiction. This Agreement shall be construed and
interpreted and the rights granted herein governed in accordance with the laws
of the State of Delaware applicable to contracts executed in and to be performed
within such State, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws. The Parties hereby irrevocably
submit to the jurisdiction of the courts of the State of Delaware and the
Federal courts of the United States of America located in Delaware solely in
respect of the interpretation and enforcement of the provisions of this
Agreement and of the documents referred to in this Agreement, and in respect of
the transactions contemplated hereby, and hereby waive, and agree not to assert,
as a defense in any action, suit or proceeding for the interpretation or
enforcement hereof or of any such document, that it is not subject thereto or
that such action, suit or proceeding may not be brought or is not maintainable
in said courts or that the venue thereof may not be appropriate or that this
Agreement or any such document may not be enforced in or by such courts, and the
parties hereto irrevocably agree that all claims with respect
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to such action or proceeding shall be heard and determined in such a Delaware
State or Federal court. The parties hereby consent to and grant any such court
jurisdiction over the person of such Parties and over the subject matter of such
dispute and agree that mailing of process or other papers in connection with any
such action or proceeding in the manner provided in Section 8(c) or in such
other manner as may be permitted by law shall be valid and sufficient service
thereof.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATES
IN THIS SECTION 8(g).
(h) Severability. It is the intention of the Parties that the provisions of
this Agreement shall be deemed severable and the invalidity or unenforceability
of any provision shall not affect the validity or enforceability of the other
provisions of this Agreement. It is the intention of the Parties that if any
provision of this Agreement, or the application thereof to any Person or
circumstance, is invalid or unenforceable, (i) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as the may
be valid and enforceable, the intent and purpose of such invalid or
unenforceable provision and (ii) the remainder of this Agreement and the
application of such provision to other Persons or circumstances shall not be
affected by such invalidity or unenforceability, nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.
(i) Counterparts; Facsimile Signatures. This Agreement may be executed in
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument. This Agreement may be
executed by fax with the same binding effect as original ink signatures.
(j) Amendments, Waivers, Etc. This Agreement may not be amended,
supplemented or otherwise modified, except upon the execution and delivery of a
written agreement by the Parties, provided, that if this Agreement terminates
with respect to any Party pursuant to Section 8(b) but remains in effect with
respect to the other Parties hereto, the consent of the terminated Party shall
not be required for any amendment, supplement or modification hereof. By an
instrument in writing, the Parties may waive compliance by another Party with
any provision of this Agreement; provided, however, that any such waiver shall
not operate as a waiver of, or estoppel with respect to, any other or subsequent
failure or with respect to a Party
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that has not executed and delivered any such waiver. No failure to exercise and
no delay in exercising any right, remedy, or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
or power hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, or power provided herein or by law or at
equity.
(k) Capacity. For purposes of this Agreement and the representations,
covenants, agreements and promises contained herein, each of the Stockholders is
acting solely in his, her or its capacity as a Stockholder of, and not as a
director, officer, employee, representative or agent of, CPI.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the date first above written.
MCC ACQUISITION HOLDINGS CORPORATION
By:
----------------------------------
Name:
Title:
ARMKEL, LLC
By: Church & Xxxxxx Co., Inc.
By: /s:/ Xxxxxx X. Xxxxxx, III
-----------------------------
Name: Xxxxxx X. Xxxxxx, III
Title: Chief Executive Officer
By: Xxxxx & Companies, Inc.,
its general partner
By: /s:/ Xxxxx X. Xxxxxxx, XX
-----------------------------
Name: Xxxxx X. Xxxxxxx, XX
Title: V.P. & General Counsel
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Trustees under Paragraph 1 of agreement dated 5/24/84, as amended,
Xxxxx X. Xxxx, Grantor
Trustees u/w Xxxx Good Xxxxxx
Trustees u/i dated 5/29/44 f/b/o Xxxx Xxxxxx Xxxx, et al.
Trustees u/a dated 4/24/75, f/b/o Xxxxx X. Xxxx, Xx.
Trustees u/a dated February 29, 1988, Xxxx X. Xxxx, Grantor, Xxxxx X.
Xxxx, Xx. share
Trustees u/a dated February 29, 1988, Xxxx X. Xxxx, Grantor, Xxxxxxx
X. Xxxx share
Trustee u/a dated February 29, 1988, Xxxx X. Xxxx, Grantor, Xxxxxxx X.
Xxxxxx share
Trustees u/i Xxxxx X. Xxxx dated 6/17/64
Xxxx X. Xxxx, Trust u/a dtd December 28, 1988 f/b/o Xxxxx X. Xxxx, Xx.
et al
Xxxx X. Xxxx, Trust u/a dtd December 28, 1988 f/b/o Xxxxxxx X. Xxxx et
al
Trustees u/i Xxxx Xxxxxx Xxxx dated 6/17/64
Trustees u/i Xxxxxxx X. Xxxx dated 8/14/64
------------------------------------------------------------
Xxxxx X. Xxxx, Xx., as Trustee for and on behalf of each of
the above listed Trusts
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Trustees under Paragraph 1 of agreement dated 5/24/84, as amended,
Xxxxx X. Xxxx, Grantor
Trustees u/w Xxxx Good Xxxxxx
Trustees u/i dated 5/29/44 f/b/o Xxxx Xxxxxx Xxxx, et al.
The Xxxxxxx Xxxx Xxxxxx Revocable Trust u/a July 27, 1995
Trustees u/a dated February 29, 1988, Xxxx X. Xxxx, Grantor, Xxxxx X.
Xxxx, Xx. share
Trustees u/a dated February 29, 1988, Xxxx X. Xxxx, Grantor, Xxxxxxx
X. Xxxx share
Trustee u/a dated February 29, 1988, Xxxx X. Xxxx, Grantor, Xxxxxxx X.
Xxxxxx share
Trustees u/i Xxxxx X. Xxxx dated 6/17/64
Xxxx X. Xxxx, Trust u/a dtd December 28, 1988 f/b/o Xxxxxxx X. Xxxxxx
et al
Trustee U/I dated 11-8-66, Xxxxxxx X. Xxxxxx, Grantor
Trustees u/i Xxxx Xxxxxx Xxxx dated 6/17/64
------------------------------------------------------------
Xxxxxxx X. Xxxxxx, as Trustee for and on behalf of each of
the above listed Trusts
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Trustees under Paragraph 1 of agreement dated 5/24/84, as amended,
Xxxxx X. Xxxx, Grantor
Trustees u/w Xxxx Good Xxxxxx
Trustees u/i dated 5/29/44 f/b/o Xxxx Xxxxxx Xxxx, et al.
------------------------------------------------------------
Xxxxxxx X. Creuss, as Trustee for and on behalf of each of
the above listed Trusts
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Trustee under Agreement dated August 31, 1988, Xxxxxxx X. Xxxx,
Grantor
Xxxxxxx X. Xxxx 1999 GRAT
Xxxxxxx X. Xxxx 2000 GRAT
Xxxx X. Xxxx, Trust u/a dtd December 28, 1988 f/b/o Xxxxx X. Xxxx, Xx.
et al
Xxxx X. Xxxx, Trust u/a dtd December 28, 1988 f/b/o Xxxxxxx X. Xxxx et
al
Trustee u/i Xxxxx X. Xxxx Xx., dated 9/10/64
Trustees u/i Xxxxxxx X. Xxxx dated 8/14/64
------------------------------------------------------------
Xxxxxxxx X. Xxxxx, as Trustee for and on behalf of each of
the above listed Trusts
15
Xxxx X. Xxxx, Trust u/a dtd December 28, 1988 f/b/o Xxxxxxx X. Xxxxxx
et al
Trustee U/I dated 11-8-66, Xxxxxxx X. Xxxxxx, Grantor
------------------------------------------------------------
Xxxxxxx X. Xxxxxxx, as Trustee for and on behalf of each of
the above listed Trusts
16
Trustee U/I dated 11-8-66, Xxxxxxx X. Xxxxxx, Grantor
------------------------------------------------------------
Xxxxxxxxx Xxxx Xxxx, as Trustee for and on behalf of the
above listed Trust
17
EXHIBIT A
Certain Stockholders
1st Preferred(1)
--------------------------------------------------------------------------------
STOCKHOLDER TRUSTEE(S) NUMBER OF PERCENTAGE OF
SHORT NAME SHARES TOTAL SHARES
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx 22,496 24.36%
Trust u/w KGO Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx
KGO 1944 Trust Xxxxxxx X. Xxxxxx 11,100 12.02%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
AOH Trust f/b/o SHG Xxxxxxx X. Xxxxxx 3,757 4.068%
Xxxxxxx X. Xxxxxxx
--------------------------------------------------------------------------------
AOH Trust f/b/o COH Xxxxxxxx X. Xxxxx 3,756 4.067%
--------------------------------------------------------------------------------
AOH Trust f/b/o HHH Jr. Xxxxx X. Xxxx, Xx 3,756 4.067%
Xxxxxxxx X. Xxxxx
--------------------------------------------------------------------------------
COH 1999 XXXX Xxxxxxxx X. Xxxxx 2,951.3 3.2%
--------------------------------------------------------------------------------
COH 2000 XXXX Xxxxxxxx X. Xxxxx 689.3 .75%
--------------------------------------------------------------------------------
Xxxxxxxxx Xxxx Weil
SHG 1966 Trust Xxxxxxx X. Xxxxxxx 3,469.6 3.76%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx
HHH Trust for GCs Xxxxxxx X. Xxxxxx 2,489 2.70%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
SHG Rev. Trust Xxxxxxx X. Xxxxxx 1,830 1.98%
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx
HHH Jr. Rev. Trust Xxxxxxxx X. Xxxxx 1,049.6 1.14%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
COH Rev. Trust Xxxxxxxx X. Xxxxx 229 0.25%
--------------------------------------------------------------------------------
----------
(1) Family trusts (excluding charities) own 57,572.8 shares or 62.4% and
non-family stockholders own 22,369.6 shares or 24.3%
18
2nd Preferred(2)
--------------------------------------------------------------------------------
STOCKHOLDER TRUSTEE(S) NUMBER OF PERCENTAGE OF
SHORT NAME SHARES TOTAL SHARES
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx 132,544 24.36%
Trust u/w KGO Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
HHH Trust for GCs Xxxxx X. Xxxx, Xx 75,689 13.91%
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx
KGO 1944 Trust Xxxxxxx X. Xxxxxx 65,400 12.02%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx
HHH Jr. Rev. Trust Xxxxxxxx X. Xxxxx 49,733.25 9.14%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Xxxxxxxxx Xxxx Xxxx
SHG 1966 Trust Xxxxxxx X. Xxxxxxx 26,334.25 4.842%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
COH Rev. Trust Xxxxxxxx X. Xxxxx 25,899 4.76%
--------------------------------------------------------------------------------
SHG Rev. Trust Xxxxxxx X. Xxxxxx 25,230 4.64%
--------------------------------------------------------------------------------
COH 1999 XXXX Xxxxxxxx X. Xxxxx 19,321.25 3.55%
--------------------------------------------------------------------------------
COH 2000 XXXX Xxxxxxxx X. Xxxxx 4,513 .83%
--------------------------------------------------------------------------------
AOH Trust f/b/o COH Xxxxxxxx X. Xxxxx 22,132 4.0678%
--------------------------------------------------------------------------------
AOH Trust f/b/o HHH Jr. Xxxxx X. Xxxx, Xx 22,132 4.0678%
Xxxxxxxx X. Xxxxx
--------------------------------------------------------------------------------
AOH Trust f/b/o SHG Xxxxxxx X. Xxxxxx 22,131 4.0676%
Xxxxxxx X. Xxxxxxx
--------------------------------------------------------------------------------
----------
(2) Family trusts (excluding charities) own 491,058.8 shares or 90.3% and
non-family stockholders own 35,970 shares or 6.6%
19
3rd Preferred(3)
--------------------------------------------------------------------------------
STOCKHOLDER TRUSTEE(S) NUMBER OF PERCENTAGE OF
SHORT NAME SHARES TOTAL SHARES
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx 927,200 24.36%
Trust u/w KGO Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
HHH 1964 Trust Xxxxx X. Xxxx, Xx 859,307 22.58%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx
KGO 1944 Trust Xxxxxxx X. Xxxxxx 457,500 12.02%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
AOH 1964 Trust Xxxxx X. Xxxx, Xx 184,220 4.84%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Xxxxxxxxx Xxxx Xxxx
SHG 1966 Trust Xxxxxxx X. Xxxxxxx 184,220 4.84%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx
HHH Jr. Rev. Trust Xxxxxxxx X. Xxxxx 161,985.5 4.29%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
COH 1999 XXXX Xxxxxxxx X. Xxxxx 116,360.5 3.06%
--------------------------------------------------------------------------------
COH 2000 XXXX Xxxxxxxx X. Xxxxx 27,178 .71%
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx
HHH Trust for GCs Xxxxxxx X. Xxxxxx 99,826.5 2.62%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
AOH Trust f/b/o COH Xxxxxxxx X. Xxxxx 78,165 2.054%
--------------------------------------------------------------------------------
AOH Trust f/b/o HHH Jr. Xxxxx X. Xxxx, Xx 78,164 2.053%
Xxxxxxxx X. Xxxxx
--------------------------------------------------------------------------------
AOH Trust f/b/o SHG Xxxxxxx X. Xxxxxx 78,164 2.053%
Xxxxxxx X. Xxxxxxx
--------------------------------------------------------------------------------
COH 1964 Trust Xxxxx X. Xxxx, Xx 42,700 1.12%
Xxxxxxxx X. Xxxxx
--------------------------------------------------------------------------------
HHH Jr. 1964 Trust Xxxxxxxx X. Xxxxx 42,700 1.12%
--------------------------------------------------------------------------------
SHG Rev. Trust Xxxxxxx X. Xxxxxx 33,275.5 0.87%
--------------------------------------------------------------------------------
COH Rev. Trust Xxxxxxxx X. Xxxxx 18,447 0.49%
--------------------------------------------------------------------------------
COH GSTE Trust Xxxxx X. Xxxx, Xx 15,250 0.40%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
HHH Jr. GSTE Trust Xxxxx X. Xxxx, Xx 15,250 0.40%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
SHG GSTE Trust Xxxxx X. Xxxx, Xx 15,250 0.40%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
----------
(3) Family trusts own 3,435,163 shares or 90.3% and non-family stockholders own
370,880 shares or 9.7%
20
Class B Common(4)
--------------------------------------------------------------------------------
STOCKHOLDER TRUSTEE(S) NUMBER OF PERCENTAGE OF
SHORT NAME SHARES TOTAL SHARES
--------------------------------------------------------------------------------
HHH 1964 Trust Xxxxx X. Xxxx, Xx 2,817.4 25.21%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Trust u/w KGO Xxxxx X. Xxxx, Xx 2,736 24.49%
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
KGO 1944 Trust Xxxxx X. Xxxx, Xx 1,363 12.20%
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
AOH 1964 Trust Xxxxx X. Xxxx, Xx 604 5.40%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Xxxxxxxxx Xxxx Xxxx
SHG 1966 Trust Xxxxxxx X. Xxxxxxx 604 5.40%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
COH 1999 XXXX Xxxxxxxx X. Xxxxx 342.1 3.06%
--------------------------------------------------------------------------------
COH 2000 XXXX Xxxxxxxx X. Xxxxx 79.9 .71%
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx
HHH Jr. Rev. Trust Xxxxxxxx X. Xxxxx 422 3.78%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
AOH Trust f/b/o COH Xxxxxxxx X. Xxxxx 256 2.29%
--------------------------------------------------------------------------------
AOH Trust f/b/o HHH Jr. Xxxxx X. Xxxx, Xx 256 2.29%
Xxxxxxxx X. Xxxxx
--------------------------------------------------------------------------------
AOH Trust f/b/o SHG Xxxxxxx X. Xxxxxx 256 2.29%
Xxxxxxx X. Xxxxxxx
--------------------------------------------------------------------------------
COH 1964 Trust Xxxxx X. Xxxx, Xx 140 1.25%
Xxxxxxxx X. Xxxxx
--------------------------------------------------------------------------------
HHH Jr. 1964 Trust Xxxxxxxx X. Xxxxx 140 1.25%
--------------------------------------------------------------------------------
----------
(4) Family trusts own 10,016.4 shares or 89.6% and non-family stockholders own
1,155.6 shares or 10.4%
21
Class C Common(5)
--------------------------------------------------------------------------------
STOCKHOLDER TRUSTEE(S) NUMBER OF PERCENTAGE OF
SHORT NAME SHARES TOTAL SHARES
--------------------------------------------------------------------------------
HHH Trust for GCs Xxxxx X. Xxxx, Xx 327.3 25.06%
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
Trust u/w KGO Xxxxx X. Xxxx, Xx 304 23.28%
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
KGO 1944 Trust Xxxxx X. Xxxx, Xx 137 10.49%
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
SHG Rev. Trust Xxxxxxx X. Xxxxxx 109.1 8.354%
--------------------------------------------------------------------------------
Xxxxx X. Xxxx, Xx
HHH Jr. Rev. Trust Xxxxxxxx X. Xxxxx 109.1 8.346%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
COH Rev. Trust Xxxxxxxx X. Xxxxx 60.5 4.632%
--------------------------------------------------------------------------------
COH GSTE Trust Xxxxx X. Xxxx, Xx 50 3.83%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
HHH Jr. GSTE Trust Xxxxx X. Xxxx, Xx 50 3.83%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
SHG GSTE Trust Xxxxx X. Xxxx, Xx 50 3.83%
Xxxxxxx X. Xxxxxx
--------------------------------------------------------------------------------
COH 1999 XXXX Xxxxxxxx X. Xxxxx 39.4 3.02%
--------------------------------------------------------------------------------
COH 2000 XXXX Xxxxxxxx X. Xxxxx 9.2 .7%
--------------------------------------------------------------------------------
----------
(5) Family trusts own 1245.5 shares or 95.4% and non-family stockholders own
60.4 shares or 4.6%
22
