AGREEMENT
Exhibit
99.2
AGREEMENT
This Agreement, dated as of October 21, 2005 (“Agreement”), is by and among X. Xxxxxxxx, Inc.,
a Delaware corporation (the “Company”), and the other persons and entities that are signatories
hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington
Group) which are or may be deemed to be members of a “group” with respect to the common stock of
the Company, par value $1.00 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by
the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
WHEREAS, the Barington Group (i) has publicly stated that it intends to solicit proxies for
the election of its own opposition slate of nominees (the “Proxy Solicitation”) for election to the
Company’s board of directors (the “Board”) at the 2005 annual meeting of stockholders of the
Company (the “2005 Annual Meeting”) and (ii) has taken certain actions in furtherance thereof; and
WHEREAS, the Company and the members of the Barington Group have determined that the interests
of the Company and its stockholders would be best served by, among other things, avoiding the
substantial expense and disruption that would result from the Proxy Solicitation;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Representations
and Warranties of the Company. The Company hereby represents and
warrants to the Barington Group that (i) this Agreement has been duly authorized, executed and
delivered by the Company, and is a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar
laws generally affecting the rights of creditors and subject to general equity principles; and (ii)
neither the execution of this Agreement nor the consummation of any of the transactions
contemplated hereby nor the fulfillment of the terms hereof, in each case in accordance with the
terms hereof, will conflict with, result in a breach or violation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to
the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or instrument to which the Company or
any of its subsidiaries is a party or bound or to which its or their property is subject.
2. Representations and Warranties of the Barington Group. Each member of the
Barington Group represents and warrants to the Company that (i) this Agreement has been duly
authorized, executed and delivered by such member, and is a valid and binding obligation of such
member, enforceable against such member in accordance with its terms, except as enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or similar laws generally affecting the rights of creditors and subject to general
equity principles; and (ii) as of the date of this Agreement, the Barington
Group and its members’ respective Affiliates and Associates currently own in the aggregate
2,684,495 shares of Common Stock (the “Barington Group Shares”).
3. Barington Letter. The Barington Group hereby withdraws its letter dated October
7, 2005 to the Secretary of the Company providing Notice to the Secretary of the intention of
Barington Companies Equity Partners, L.P. to nominate persons for election as directors at the 2005
Annual Meeting (the “Barington Letter”).
4. Tender Offer. Subject to the conditions set forth in this Section 4, the Company
shall effect and consummate a self-tender offer (the “Self-Tender Offer”) pursuant to which the
Company shall purchase for cash 8,750,000 shares (“Shares”) of Common Stock at a per share price of
no less than twenty dollars ($20) (subject to proportional adjustment for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock). The parties acknowledge that
in order to complete the Self-Tender Offer, (i) the Company will need to obtain funds sufficient to
pay for the Shares from sources within the United States which shall include, without limitation,
Company resources and credit facilities, including the Company’s revolving credit facility pursuant
to that certain Credit Agreement, dated as of August 20, 2004, between the Company and the other
parties thereto or any refinancing thereof; and (ii) after giving effect to the Self-Tender Offer,
the Company must be in compliance with the Note Purchase Agreement, dated as of August 1, 1999,
between the Company and the parties thereto listed on the signature page thereof (the “Note
Purchase Agreement”) or the Company must refinance the Notes (as defined in the Note Purchase
Agreement). The Company shall use its reasonable best efforts to satisfy each of the foregoing
conditions as soon as practicable, it being the objective that the Company complete the Self-Tender
Offer no later than December 20, 2005.
5. Board Matters.
(a) Concurrently with the execution of this Agreement, (i) the size of the Board shall be
increased so that it is comprised of twelve (12) directors and Xx. Xxxxx Xxxxxxxxxxx
(“Xxxxxxxxxxx”) shall be appointed as a member of the Board, to serve as a Class III director until
the expiration of the term of such Class at the Company’s 2007 annual meeting of stockholders.
(b) Within thirty (30) days of the date hereof, a second director (the “Second Director”)
shall be appointed to serve as a Class I director. If the Second Director is appointed prior to
the time the Company mails its annual proxy statement for the Company’s 2005 Annual Meeting in
accordance with Section 6(d) hereof, the Second Director will serve until the expiration of the
term of such Class at the Company’s 2005 Annual Meeting and the Company will include the Second
Director for election as a director at the Company’s 2005 Annual Meeting in accordance with Section
5(d) hereof. If the Second Director is not identified until after the time that the Company mails
its annual proxy statement for the 2005 Annual Meeting, the Company shall appoint the Second
Director to serve, effective immediately following the 2005 Annual Meeting, until the expiration of
the term of the Class I directors at the Company’s 2008 Annual Meeting. The Second Director shall
be chosen during such thirty (30) day period by the Board, through its Nominating and Corporate
Governance Committee, following the identification of a candidate
2
reasonably acceptable to the Company and the Barington Group. The Second Director shall
qualify as an “Independent Director” (as defined below) of the Company. In addition, the Second
Director shall be an individual that the Company and the Barington Group reasonably believe does
not have a relationship with the Barington Group that would impair the independence of such
director in carrying out the responsibilities of a director of the Company. As used in this
Agreement, the term “Independent Director” shall be as defined in the Marketplace Rules of the
National Association of Securities Dealers, Inc.
(c) The Board shall take all action necessary to appoint Xxxxxxxxxxx to serve on the
Executive Committee and the Second Director to serve on one of the other three committees of the
Board (i.e. the Audit Committee, the Compensation Committee or the Nominating and Corporate
Governance Committee), in each case for the duration of the Standstill Period (as defined below);
provided that Xxxxxxxxxxx or the Second Director, as the case may be, is then qualified to serve on
any such committee under applicable legal requirements and listing standards.
(d) Subject to the provisions of Section 5(b) hereto, the Company agrees to include the
Second Director in the Board’s slate of nominees for election as a director of the Company, and use
its reasonable best efforts to cause the election of the Second Director at the 2005 Annual Meeting
(including without limitation recommending that the Company’s stockholders vote in favor of the
Second Director’s election). If at anytime during the Standstill Period there shall occur a
vacancy in the Board seat previously occupied by Xxxxxxxxxxx or the Second Director by reason of
resignation, removal, death or incapacity of either of them, then the Company shall take all
necessary action to fill such vacancy by a person nominated by the Barington Group having
reasonably appropriate business experience and background, and in the case of the Second Director,
a person who also meets the qualifications of the Second Director set forth in Section 5(b) above.
6. Corporate Governance.
(a) At the first meeting of the Board after the date of this Agreement, which shall take place
no later than the later of December 8, 2005 and the annual meeting of directors on the day of the
2005 Annual Meeting (the “Next Board Meeting”), the Independent Directors of the Board shall elect
one such director to be a lead Independent Director and shall cause the Independent Directors of
the Board to hold regular meetings (no less frequently than quarterly). The lead Independent
Director shall: (i) work closely with the chairman of the Board with regard to approving the
information presented to the Board and approving meeting agendas and meeting schedules; (ii) chair
meetings of the Board in the absence of the chairman of the Board; (iii) oversee meetings of the
Independent Directors of the Board; (iv) serve as the principal liaison between the Independent
Directors of the Board and the chairman of the Board; (v) take a leading role in the Board
evaluation process; and (vi) have the authority to call meetings of the Independent Directors of
the Board.
(b) At the Next Board Meeting, the Company shall cause the Rights Agreement, dated as of
January 12, 1996, between the Company and Society National Bank, as Rights Agent (the “Rights
Agreement”) to be amended to include a “TIDE provision.” The TIDE provision shall
3
(i) be on such terms as shall be reasonably acceptable to the Barington Group, (ii) require a
committee of the Board composed of Independent Directors to meet not less than once every three
years to review the terms and conditions of the Rights Agreement, including whether the termination
or modification of the Rights Agreement is in the best interest of the Company and its
stockholders, and to make a recommendation based on such review to the Board, and (iii) provide
that the first such meeting of Independent Directors shall take place no later than one hundred
twenty (120) days after the date hereof. In the event that the Rights Agreement terminates or is
terminated during the Standstill Period, any successor rights agreement adopted by the Company
during the Standstill Period shall include a TIDE provision to substantially the same effect.
(c) At the 2005 Annual Meeting, the Company and the Board shall recommend to its stockholders
that the Company’s Certificate of Incorporation be amended to delete in its entirety Article
SEVENTEENTH. The Company shall (i) include this proposal in its proxy statement for the 2005
Annual Meeting and shall take such other action as may be required to ensure that this proposal is
properly submitted to a vote of the stockholders of the Company during the 2005 Annual Meeting,
(ii) use its reasonable best efforts to obtain the requisite approval of the proposal by the
stockholders of the Company and (iii) cause the Company’s Certificate of Incorporation to be
promptly amended to effect such change after the date of the 2005 Annual Meeting if the proposal is
approved by the stockholders of the Company.
(d) The 2005 Annual Meeting shall be held no later than December 8, 2005; provided that the
Company may delay the date of the 2005 Annual Meeting to a date no later than the later of (i)
December 16, 2005, in the event that the Company’s counsel determines such delay is necessary or
advisable in order to comply with paragraph (c) of this Section 6 and (ii) the first business day
that is 30 calendar days after the date a definitive proxy statement is mailed to stockholders;
provided, however, that the Company shall file a preliminary proxy statement with the SEC no later
than October 28, 2005, shall respond to any comments by the staff of the SEC as expeditiously as
possible and shall mail the definitive proxy statement immediately after resolving all comments of
the SEC. No other adjournments, postponements, reschedulings or continuations of the 2005 Annual
Meeting shall be permitted without the written consent of the Barington Group.
7. Improvement in Operations and Profitability.
(a) The Company will work together with representatives of the Barington Group in good faith
to create a mutually acceptable business plan (the “Business Plan”) to improve the Company’s
operations and profitability within an agreed upon time frame. The representatives of the
Barington Group shall be provided access to information and personnel of the Company in order to
enable them to participate fully in the creation of the Business Plan. The Business Plan adopted
by the Company shall be mutually agreed upon by the Company and the representatives of the
Barington Group. The Business Plan will include, without limitation, measures to:
| i. | Return the North American operations to pre-tax profitability; | ||
| ii. | Reduce the Company’s effective income tax rates; |
4
| iii. | Reduce the Company’s working capital; | ||
| iv. | Reduce the Company’s selling, general and administrative expenses; and | ||
| v. | Improve the Company’s gross margins. |
(b) The Company and representatives of the Barington Group shall commence work on the
Business Plan as soon as practicable, and the Business Plan shall be completed and adopted by the
Board no later than 90 days from the date hereof, and promptly thereafter implemented by the
Company.
(c) Upon completion of the Business Plan, the Company shall issue a press release disclosing
a summary of the Business Plan to the Company’s stockholders.
8. Standstill Period.
(a) Each member of the Barington Group agrees that, from the date of this Agreement until the
earlier of December 15, 2007 and the Company’s 2007 annual meeting of stockholders (such period,
the “Standstill Period”), without the prior written consent of the Board specifically expressed in
a written resolution adopted by a majority vote of the entire Board, neither it nor any of its
Affiliates or Associates under its control or direction will, and it will cause each of its
Affiliates and Associates under its control not to, directly or indirectly, in any manner: (i)
propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to
enter into, singly or with any other person, directly or indirectly, (x) any form of business
combination or acquisition or other transaction relating to a material amount of assets or
securities of the Company or any of its subsidiaries or (y) any form of restructuring,
recapitalization or similar transaction with respect to the Company or any of its subsidiaries;
(ii) acquire, offer or propose to acquire any securities (or beneficial ownership thereof), or
rights or options to acquire any securities (or beneficial ownership thereof) of the Company, (iii)
effect any tender offer or exchange offer, merger, acquisition or other business combination
involving the Company or any of its subsidiaries; (iv) engage in any solicitation of proxies or
consents to vote any voting securities of the Company or become a participant in any election
contest with respect to the Company; (v) seek to influence any person with respect to the voting or
disposition of any securities of the Company; provided, however, that any member of the Barington
Group and any Affiliate or Associate of any such member may disclose, publicly or otherwise, how it
intends to vote or act with respect to any securities of the Company and the reasons therefor; (vi)
demand a copy of the Company’s list of stockholders or its other books and records; (vii) form,
join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the
Company, except that nothing contained herein shall prohibit members of the Barington Group or
their Affiliates and Associates from (x) participating in a group to the extent such group
currently exists or (y) adding its Affiliates or Associates to such group; (viii) otherwise act,
alone or in concert with others, to seek to control or influence the management, the Board or
policies of the Company or initiate or take any action to obtain representation on the Board,
except as permitted expressly by this Agreement; (ix) take any action that is designed to require
the Company to make a public announcement regarding its strategic alternatives; or (x) enter into
5
any agreements with any third party with respect to any of the foregoing, except in each case,
as contemplated by this Agreement. The foregoing notwithstanding:
(A) any member of the Barington Group and any Affiliate or Associate of any such member
may (1) transfer Barington Group Shares to or acquire Barington Group Shares from, any other
member of the Barington Group or any other Affiliate or Associate of the foregoing, or (2)
acquire additional shares of Common Stock from any party so long as after the acquisition of
such additional shares the Barington Group and its Affiliates and Associates do not own in
the aggregate at any time during the Standstill Period more than (x) prior to the
consummation of the Self-Tender Offer, the number of shares of Common Stock in the aggregate
owned by all the members of the Barington Group and their Affiliates and Associates as of
the date of this Agreement and (y) following consummation of the Self-Tender Offer, the
number of shares of Common Stock in the aggregate owned by all the members of the Barington
Group and their Affiliates and Associates as of the date of this Agreement less (i) the
number of shares of Common Stock purchased by the Company from all of the members of the
Barington Group and their Affiliates and Associates in the Self-Tender Offer (the “Barington
Group Purchased Shares”) plus (ii) so long as the Barington Group Purchased Shares equals at
least 20% of the number of shares of Common Stock in the aggregate owned by all the members
of the Barington Group and their Affiliates and Associates as of the date of this Agreement,
25% of the Barington Group Purchased Shares;
(B) nothing contained in this Agreement shall limit any member of the Barington Group
or the Associates or Affiliates of such member from taking any of the actions otherwise
prohibited in this Agreement in connection with the 2007 annual meeting of stockholders of
the Company, including without limitation, nominating directors or soliciting proxies for
the election of directors or other purposes, requesting a shareholder list and related
information, making public filings or announcements or taking any other action, in each
case, related to the solicitation of proxies at the 2007 annual meeting of stockholders of
the Company; and
(C) the provisions of this Section 8 shall not limit in any respect the actions of any
director of the Company in his or her capacity as such, recognizing that such actions are
subject to such director’s fiduciary duties to the Company and its stockholders.
(b) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the
respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the
terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in
Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms “person” or “persons” shall
mean any individual, corporation (including not-for-profit), general or limited partnership,
limited liability company, joint venture, estate, trust, association, organization or other entity
of any kind or nature.
(c) (i) In the event that the Company is in material breach of its obligations under this
Agreement, including, without limitation, a failure to comply in any material respect with the
provisions of Section 4 through 7 of this Agreement, and such material breach is not cured
6
within 30 days after notice thereof to the Company by the Barington Group, then in addition to
any other remedies that the members of the Barington Group may have, the provisions of paragraph
(a) of this Section 8 shall also terminate.
(ii) Notwithstanding anything in this Section 8 to the contrary, the Standstill Period shall
terminate:
| (A) | on April 30, 2006 if the Self-Tender Offer has not been consummated by such date; or | ||
| (B) | so long as the Barington Group has cooperated and been reasonable in identifying a candidate to serve as the Second Director in accordance with Section 5 hereof, on December 21, 2005, if the Second Director has not been appointed to the Board by such date; provided that the Standstill Period shall re-commence if the Second Director is appointed to the Board on or prior to February 21, 2006. |
9. Strategic Alternatives. The parties acknowledge that the Company has retained
Credit Suisse First Boston (“CSFB”) to provide services to the Board. The Company agrees that,
consistent with the directors’ fiduciary obligations to the Company and its stockholders, the Board
shall instruct CSFB to (a) speak with third parties who approach CSFB to express interest in
presenting strategic alternatives to the Board, (b) assess the viability of any such strategic
alternatives and (c) regularly present updates thereof to the Board. The CSFB engagement will be
announced in the joint press release to be issued by the Company and the Barington Group pursuant
to Section 12 of this Agreement.
10. Confidentiality. The members of the Barington Group (each, a “Recipient”) each
acknowledge the confidential and proprietary nature of the Confidential Information (as defined
below) and agree that the Confidential Information (a) will be kept confidential by Recipient and
Recipient’s Representatives and (b) will not be disclosed by Recipient (except to other Recipients
and their Affiliates and Associates and such person’s Representatives to the extent contemplated by
this Agreement) or by Recipient’s Representatives (as defined below) to any person except with the
specific prior written consent of the Company or except as expressly otherwise permitted by this
Agreement. It is understood that (x) Recipient may disclose Confidential Information only to those
of Recipient’s Representatives who are informed by Recipient of the confidential nature of the
Confidential Information and the obligations of this Agreement, (y) Recipient shall be responsible
for the breach of the provisions of this Section 10 by Recipient’s Representatives and (z) the
provisions of this Section 10 shall not apply to any director of the Company in his or her capacity
as such. As used in this Agreement, the term “Confidential Information” means and includes any and
all of the information concerning the business and affairs of the Company that may hereafter be
disclosed to Recipient by the Company or by the directors, officers, employees, agents,
consultants, advisors or other representatives, including legal counsel, accountants and financial
advisors (“Representatives”) of the Company; provided that “Confidential Information” shall not
include information that (a) was in or enters the public domain or was or becomes generally
available to the public other than as a result of disclosure by
7
Recipient or any Representative thereof, (b) was independently acquired by Recipient without
violating any of the obligations of Recipient or its Representatives under this Agreement, or under
any other contractual, legal, fiduciary or binding obligation of Recipient or its Representatives
with or to the Company, (c) was available, or becomes available, to Recipient on a nonconfidential
basis other than as a result of its disclosure to Recipient by the Company or any Representative of
the Company, but only if to the knowledge of Recipient the source of such information is not bound
by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting
the information to Recipient or Recipient’s Representatives by a contractual, legal, fiduciary or
other binding obligation with or to the Company, or (d) was independently developed by Recipient or
its Representatives without reference to any other Confidential Information.
11. Expenses. Within five business days after receiving documentation thereof, the
Company shall reimburse Barington Capital Group, L.P. for the actual documented out-of-pocket
expenses (up to a maximum of $150,000) incurred by the members of the Barington Group in connection
with the Schedule 13D filings, the Barington Letter and related anticipated proxy solicitation and
the negotiation and execution of this Agreement and all related activities and matters.
12. Public Announcement. The Barington Group and the Company shall announce this
Agreement and the material terms hereof by means of a mutually acceptable joint press release as
soon as practicable on or after the date hereof. The parties hereto will provide each other the
opportunity to review and comment upon any press release or other public announcement or statement
with respect to the transactions contemplated by this Agreement, and shall not issue any such press
release or other public announcement or statement prior to such consultation, except as, in the
reasonable judgment of the relevant party, may be required by applicable law, court process or by
obligations pursuant to any listing agreement with any national securities exchange or the Nasdaq
Marketplace.
13. Specific Performance. Each of the members of the Barington Group, on the one
hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the
other party hereto would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached and that such injury
would not be adequately compensable in damages. It is accordingly agreed that the members of the
Barington Group or any of them, on the one hand, and the Company, on the other hand (the “Moving
Party”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any
violation of, the terms hereof, and the other party hereto will not take action, directly or
indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other
remedy or relief is available at law or in equity.
14. Jurisdiction; Applicable Law. Each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of
the State of Delaware in the event any dispute arises out of this Agreement or the transactions
contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it
shall not bring any action relating to this Agreement or the transactions contemplated by this
8
Agreement in any court other than the Court of Chancery or other federal or state courts of
the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (d)
agrees to waive any bonding requirement under any applicable law, in the case any other party seeks
to enforce the terms by way of equitable relief and (e) each of the parties irrevocably consents to
service of process by first class certified mail, return receipt requested, postage prepaid, to the
address of such parties’ principal place of business or as otherwise provided by applicable law.
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY
THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
15. Representative. Each member of the Barington Group hereby irrevocably appoints
Xxxxxxxxxxx, or Xxxxxxxxx Capital Group, L.P. in the event that Xxxxxxxxxxx is no longer serving in
such role, as such member’s attorney-in-fact and representative (the “Barington Representative”),
in such member’s place and stead, to do any and all things and to execute any and all documents and
give and receive any and all notices or instructions in connection with this Agreement and the
transactions contemplated hereby. The Company shall be entitled to rely, as being binding on each
member of the Barington Group, upon any action taken by the Barington Representative or upon any
document, notice, instruction or other writing given or executed by the Barington Representative.
16. Severability. If at any time subsequent to the date hereof, any provision of this
Agreement shall be held by any court of competent jurisdiction to be illegal, void or
unenforceable, such provision shall be of no force and effect, but the illegality or
unenforceability of such provision shall have no effect upon the legality or enforceability of any
other provision of this Agreement.
17. Counterparts. This Agreement may be executed in two or more counterparts which
together shall constitute a single agreement.
18. Entire Agreement; Amendment. This Agreement contains the entire understanding of
the parties hereto with respect to its subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings other than those expressly set
forth herein. This Agreement may be amended only by a written instrument duly executed by the
parties hereto, or in the case of the Barington Group, the Barington Representative, or their
respective successors or assigns.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
9
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized
signatories of the parties as of the date hereof.
| X. XXXXXXXX, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx |
|||||
| Title: | President & Chief Executive Officer |
|||||
| 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 | |||||
| BARINGTON COMPANIES INVESTORS, LLC | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||||
| Title: | Managing Member | |||||
| /s/ Xxxxx X. Xxxxxxxxxxx | ||||||
| Xxxxx X. Xxxxxxxxxxx | ||||||
| BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxxxxxx |
|||||
| Title: | President | |||||
| BARINGTON COMPANIES ADVISORS, LLC | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| BARINGTON CAPITAL GROUP, L.P. By: LNA Capital Corp., its general partner |
||||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxxxxxx |
|||||
| Title: | President and CEO | |||||
| LNA CAPITAL CORP. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxxxxxx |
|||||
| Title: | President and CEO | |||||
| PARCHE, LLC |
||||||
| By: | Admiral Advisors, LLC, its managing member | |||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Authorized Signatory | |||||
| STARBOARD VALUE & OPPORTUNITY FUND, LLC |
||||||
| By: | Admiral Advisors, LLC, its managing member | |||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Authorized Signatory | |||||
| ADMIRAL ADVISORS, LLC | ||||||
| By: | Ramius Capital Group, LLC, its sole member | |||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Authorized Signatory | |||||
| RAMIUS CAPITAL GROUP, LLC |
||||||
| By: C4S & Co., LLC, its Managing Member | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Managing Member | |||||
| C4S & CO., LLC | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Managing Member | |||||
| /s/ Xxxxxx X. Xxxxx | ||||||
| Xxxxxx X. Xxxxx, individually and as attorney-in-fact for Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxx | ||||||
| MILLENCO, L.P. | ||||||
| By: Millennium Management, L.L.C., its general partner | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Chief Operating Officer | |||||
| MILLENNIUM MANAGEMENT, L.L.C. | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Chief Operating Officer | |||||
| Xxxxxx X. Xxxxxxxxx by Xxxxx X. Xxxxx pursuant to Power of Attorney filed with SEC on June 6, 2005 |
||||||
| /s/ Xxxxx X. Lorne | ||||||
| Xxxxxx X. Xxxxxxxxx | ||||||
| RJG CAPITAL PARTNERS, L.P. | ||||||
| By: RJG Capital Management, LLC, its general partner | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Managing Member | |||||
| RJG CAPITAL MANAGEMENT, LLC | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Managing Member | |||||
| /s/ Xxxxxx X. Xxxxx | ||||||
| Xxxxxx X. Xxxxx | ||||||
| X.X. XXXXX SPECIAL OPPORTUNITIES FUND, L.P. | ||||||
| By: X.X. XXXXX
PARTNERS, LLC, its general partner |
||||||
| BY: XXXXX
HOLDINGS, LLC, its managing member |
||||||
| By: /s/ Xxxxxx X. Xxxxx | ||||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Managing Member | |||||
| X.X. XXXXX SPECIAL OPPORTUNITIES FUND (TE), L.P. |
||||||
| By: X.X. XXXXX PARTNERS, LLC, | ||||||
| its general partner | ||||||
| BY: XXXXX HOLDINGS, LLC, its managing member |
||||||
| By: /s/ | Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Managing Member | |||||
| X.X. XXXXX SPECIAL OPPORTUNITIES FUND, LTD. | ||||
| By: X.X. Xxxxx & Co., L.P., its manager | ||||
| By: DBZ GP, LLC, its general partner | ||||
| By: Xxxxx Holdings, LLC, its managing member | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| HCM/Z SPECIAL OPPORTUNITIES LLC | ||||
| By: X.X. Xxxxx & Co., L.P., its manager | ||||
| By: DBZ GP, LLC, its general partner | ||||
| By: Xxxxx Holdings, LLC, its managing member | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| X.X. XXXXX & CO., L.P. | ||||
| By: DBZ GP, LLC, its general partner | ||||
| By: Xxxxx Holdings, LLC, its managing member | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| DBZ GP, LLC | ||||
| By: Xxxxx Holdings, LLC, its managing member | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| XXXXX HOLDINGS, LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
