STOCKHOLDERS AGREEMENT
AGREEMENT, dated as of August 27, 1998 among Bravo Acquisition Co., a
Delaware corporation ("BUYER"), and the holders (the "STOCKHOLDERS") of the
shares of capital stock of Xxxx Electronics Corp., a Delaware corporation (the
"COMPANY"), listed on the signature pages hereof.
WHEREAS, in order to induce Buyer and Framatome Connectors
International S.A. ("Parent") to enter into an agreement and plan of merger (the
"MERGER AGREEMENT") with the Company, Buyer has requested the Stockholders, and
the Stockholders have agreed, to enter into this Agreement with respect to all
shares of capital stock of the Company that Stockholders beneficially own (the
"SHARES"). Capitalized terms used but not separately defined herein shall have
the meanings assigned to such terms in the Merger Agreement; and
WHEREAS, subject to certain conditions and pursuant to the Merger
Agreement, Buyer shall commence an offer (the "OFFER") to purchase all of the
outstanding shares of Common Stock of the Company, par value $0.01 per share,
and Class A Common Stock of the Company, par value $0.01 per share.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
GRANT OF PROXY; VOTING AGREEMENT; AGREEMENT TO TENDER
SECTION 1.1. Voting Agreement. Each of the Stockholders hereby agrees
to vote all Shares that such Stockholder is entitled to vote at the time of any
vote to approve and adopt the Merger Agreement, the Merger and all agreements
related to the Merger and any actions related thereto at any meeting of the
stockholders of the Company, and at any adjournment thereof, at which such
Merger Agreement and other related agreements (or any amended version thereof),
or such other actions, are submitted for the consideration and vote of the
stockholders of the Company. Each Stockholder hereby agrees that it will not
vote any Shares in favor of the approval of any (i) Acquisition Proposal, (ii)
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company, (iii) corporate
action the consummation of which would frustrate the purposes, or prevent or
delay the consummation, of the transactions contemplated by the Merger Agreement
or (iv) other matter relating to, or in connection with, any of the foregoing
matters.
SECTION 1.2. Irrevocable Proxy. Each Stockholder hereby revokes any and
all previous proxies granted with respect to the Shares. By entering into this
Agreement, each Stockholder hereby grants a proxy appointing Buyer as such
Stockholder=s attorney-in-fact and proxy, with full power of substitution, for
and in the Stockholder=s name, to vote, express, consent or dissent, or
otherwise to utilize such voting power in the manner contemplated by Section
1.01 above as Buyer or its proxy or substitute shall, in Buyer=s sole
discretion, deem proper with respect to the Shares. The proxy granted by each
Stockholder pursuant to this Article 1 is irrevocable and is granted in
consideration of Buyer entering into this Agreement and the Merger Agreement and
incurring certain related fees and expenses. The proxy granted by each
Stockholder shall be revoked upon termination of this Agreement in accordance
with its terms. Each Stockholder shall use its best effort to cause any record
owner of Shares to grant to Buyer a proxy to the same effect as that contained
herein. Each Stockholder shall perform such further acts and execute such
further documents as may be required to vest in Buyer the sole power to vote the
Shares during the term of the proxy granted herein.
SECTION 1.3. Agreement to Tender. Each Stockholder hereby agrees to
tender, upon the request of Buyer (and agrees that it will not withdraw),
pursuant to and in accordance with the terms of the Offer, the Shares. Within
five business days after the commencement of the Offer, each Stockholder shall
deliver to the depositary designated in the Offer (i) a letter of transmittal
with respect to the Shares complying with the terms of the Offer, (ii)
certificates representing of the Shares and (iii) all other documents or
instruments required to be delivered pursuant to the terms of the Offer.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Each Stockholder represents and warrants to Buyer that:
SECTION 2.1. Corporate Authorization. The execution, delivery and
performance by Stockholder of this Agreement and the consummation by Stockholder
of the transactions contemplated hereby are within the corporate powers of
Stockholder and have been duly authorized by all necessary corporate action.
This Agreement constitutes a valid and binding Agreement of Stockholder.
SECTION 2.2. Non-Contravention. The execution, delivery and performance
by Stockholder of this Agreement and the consummation of the transactions
2
contemplated hereby do not and will not (i) violate the certificate of
incorporation or bylaws of Stockholder, (ii) violate any applicable law, rule,
regulation, judgment, injunction, order or decree, (iii) require any consent or
other action by any Person under, constitute a default under, or give rise to
any right of termination, cancellation or acceleration or to a loss of any
benefit to which Stockholder is entitled under any provision of any agreement or
other instrument binding on Stockholder or (iv) result in the imposition of any
Lien on any asset of Stockholder.
SECTION 2.3. Ownership of Shares. Stockholder is the beneficial owner
of the Shares, free and clear of any Lien and any other limitation or
restriction (including any restriction on the right to vote or otherwise dispose
of the Shares). None of the Shares is subject to any voting trust or other
agreement or arrangement with respect to the voting of such Shares.
SECTION 2.4. Total Shares. Except for the Shares set forth on the
signature page hereto, Stockholder does not beneficially own any (i) shares of
capital stock or voting securities of the Company, (ii) securities of the
Company convertible into or exchangeable for shares of capital stock or voting
securities of the Company or (iii) options or other rights to acquire from the
Company any capital stock, voting securities or securities convertible into or
exchangeable for capital stock or voting securities of the Company.
SECTION 2.5. Finder=s Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Buyer or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to each Stockholder:
SECTION 3.1. Corporate Authorization. The execution, delivery and
performance by Buyer of this Agreement and the consummation by Buyer of the
transactions contemplated hereby are within the corporate powers of Buyer and
have been duly authorized by all necessary corporate action. This Agreement
constitutes a valid and binding Agreement of Buyer.
3
ARTICLE 4
COVENANTS OF STOCKHOLDERS
Each Stockholder hereby covenants and agrees that:
SECTION 4.1. No Proxies for or Encumbrances on Shares. Except pursuant
to the terms of this Agreement, Stockholder shall not, without the prior written
consent of Buyer, directly or indirectly, (i) grant any proxies or enter into
any voting trust or other agreement or arrangement with respect to the voting of
any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the direct or indirect acquisition or sale,
assignment, transfer, encumbrance or other disposition of, any Shares during the
term of this Agreement. Stockholder shall not seek or solicit any such
acquisition or sale, assignment, transfer, encumbrance or other disposition or
any such contract, option or other arrangement or understanding and agrees to
notify Buyer promptly, and to provide all details requested by Buyer, if
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
SECTION 4.2. Other Offers. Stockholder and its subsidiaries shall not,
and will use their reasonable best efforts to cause their officers, directors,
employees or other agents not to, directly or indirectly, (i) take any action to
solicit or initiate any Acquisition Proposal or (ii) engage in negotiations
with, or disclose any nonpublic information relating to the Company or any of
its Subsidiaries or afford access to the properties, books or records of the
Company or any of its Subsidiaries to, any Person that may be considering
making, or has made, an Acquisition Proposal or has agreed to endorse an
Acquisition Proposal. Stockholder will promptly notify Buyer after receipt of an
Acquisition Proposal or any indication that any Person is considering making an
Acquisition Proposal or any request for nonpublic information relating to the
Company or any of its Subsidiaries or for access to the properties, books or
records of the Company or any of its Subsidiaries by any Person that may be
considering making, or has made, an Acquisition Proposal and will keep Buyer
fully informed of the status and details of any such Acquisition Proposal,
indication or request. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company provided that Stockholder acts in accordance
with Section 5.4 of the Merger Agreement.
SECTION 4.3. Appraisal Rights. Stockholder agrees not to exercise any
rights (including, without limitation, under Section 262 of the General
4
Corporation Law of the State of Delaware) to demand appraisal of any Shares
which may arise with respect to the Merger.
ARTICLE 5
MISCELLANEOUS
SECTION 5.1. Further Assurances. Buyer and Stockholders will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.2. Amendments; Termination. Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate on the later to occur of the
termination of the Merger Agreement in accordance with its terms or April 1,
1999.
SECTION 5.3. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.4. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto, except that Buyer may transfer
or assign its rights and obligations to any Affiliate of Buyer.
SECTION 5.5. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
SECTION 5.6. Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.
5
SECTION 5.7. Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.8. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.9. Capitalized Terms. Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Merger Agreement.
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
BRAVO ACQUISITION CO.
By: /s/ Philippe Anglaret
-------------------------------------
Philippe Anglaret
Chairman of the Board and President
7
STOCKHOLDERS
/s/ Xxxxxx X. Xxxxx
-------- ------ ------------------------------
CLASS OF SHARES Xxxxxx X. Xxxxx
STOCK OWNED
Common 3,155,119
-------- ------
CLASS OF SHARES Xxxxxxxxx Xxxxxxxx Xxxxx 1993
STOCK OWNED Irrevocable Trust
Common 121,654 By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx, Trustee
-------- ------
CLASS OF SHARES Xxxx X. Xxxxx 1984 Trust
STOCK OWNED
Common 19,732 By: /s/Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx, Trustee
-------- ------
CLASS OF SHARES Xxxx X. Xxxxx 1984 Trust
STOCK OWNED
Common 19,732 By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx, Trustee
-------- ------
CLASS OF SHARES Xxxxxx X. Xxxxx 1984 Trust
STOCK OWNED
Common 19,732 By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx, Trustee
8
-------- ------
CLASS OF SHARES Xxxxxx X. Xxxxx, Xx. 1984 Trust
STOCK OWNED
Common 19,732 By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx, Trustee
-------- ------
CLASS OF SHARES Xxxxxxx X. Xxxxx 1992 Trust
STOCK OWNED
Common 131,386 By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx, Trustee
-------- ------
CLASS OF SHARES Xxxxx Muse Fund I Incorporated
STOCK OWNED
Common 67,451 By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx, Chairman
of the Board, President and
Chief Executive Officer
-------- ------
CLASS OF SHARES TOH Investors, L.P.
STOCK OWNED
Common 285,000 By: TOH Management Company,
LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx, President
9
/s/ Xxxx X. Xxxx
-------- ------ ------------------------------
CLASS OF SHARES Xxxx X. Xxxx
STOCK OWNED
Common 1,721,496
-------- ------
CLASS OF SHARES Muse Children's GS Trust
STOCK OWNED
Common 7,298 By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx, Trustee
By: /s/ H. Xxxx Xxxxxxxx
---------------------------
H. Xxxx Xxxxxxxx, Trustee
-------- ------
CLASS OF SHARES JRM Interim Investors, L.P.
STOCK OWNED
Common 285,000 By: JRM Management Company,
LLC, its General Partner
By: /s/ Xxxx X. Xxxx
---------------------------
Xxxx X. Xxxx, President
10
/s/ Xxxxx X. Xxxxx
-------- ------ ------------------------------
CLASS OF SHARES Xxxxx X. Xxxxx
STOCK OWNED
Common 38,600
Class A Common 960,568
Stock
11
/s/ Xxxx X. Xxxxx
-------- ------ ------------------------------
CLASS OF SHARES Xxxx X. Xxxxx
STOCK OWNED
Common 971,865
-------- ------
CLASS OF SHARES JF Investors, L.P.
STOCK OWNED
Common 140,000 By: Oak Stream Ranch, Inc.,
its General Partner
By: /s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx, Chairman
of the Board
12
/s/ Xxxxxxx X. Xxxx
-------- ------ ------------------------------
CLASS OF SHARES Xxxxxxx X. Xxxx
STOCK OWNED
Common 1,050,079
-------- ------
CLASS OF SHARES Xxxxxxx X. Xxxx 1992 Trust
STOCK OWNED
Common 52,714 By: /s/ Xxxxxxx X. Xxxx
---------------------------
Xxxxxxx X. Xxxx, Trustee
By: /s/ Xxxxx Xxxxxxxxx
---------------------------
Xxxxx Xxxxxxxxx, Trustee
-------- ------
CLASS OF SHARES CWT Investors, L.P.
STOCK OWNED
Common 140,000 By: CWT Management Company,
LLC, its General Partner
By: /s/ Xxxxxxx X. Xxxx
---------------------------
Xxxxxxx X. Xxxx, President
13
