EXHIBIT A
ICF XXXXXX INTERNATIONAL, INC.
0000 Xxx Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
March 13, 1990
Xxxxxx X. Xxxxx
Xxxxx incorporated
Financial Square
New York, NY 10005-3597
Dear Xxxxxx:
The purpose of this letter is to set forth the agreements we have
reached as a result of recent discussions. It will become effective on the date
of your execution of this letter (the "Effective Date").
As promptly as practicable after receipt of your written request at any
time between July 1, 1998 and December 31, 1998, the Board of Directors of ICF
Xxxxxx International, Inc. (the "Company") will take all steps necessary to
create, and elect you to fill, a vacancy in the class of 2000 on the Board of
Directors of the Company. As you know, the Board has been on record since early
1997 as to its intent to add several other outside directors to reach a total
size of twelve, with three management directors and nine outsiders. Consistent
with that intent, the Board has proposed to nominate Xxxxxxx X. Xxxxxxxxxx for
election to the Company's Board of Directors at the 1998 annual meeting on the
terms outlined in the attachment.
For your part, you, Xxxxx & Company, Cowen Incorporated and Xxxxxx X.
Xxxxx (the "Xxxxx Parties") agree as follows:
(a) You will not consent (and will withdraw any previously granted
consent) to be a nominee for election to the Company's Board of Directors at the
1998 annual meeting of the Company's shareholders.
(b) At the Company's 1990 annual meeting of shareholders the Xxxxx
Parties will vote in favor of the nominees for election as directors proposed by
the Company's Board of Directors.
(c) During the period commencing on the Effective Date and ending on the
later of (x) December 31, 1998 or (y) if you elect to become a member of the
Board of Directors prior to December 31, 1998, the date you or any other
designee of the Xxxxx Parties ceases to be a member of the Board of Directors,
the Xxxxx Parties shall not, without the express written consent of a majority
of the directors of the Company other than the Xxxxx Parties or their designees:
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(i) subject any of the Company's voting securities to a voting
trust or voting agreement;
(ii) solicit proxies or become a "Participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), in opposition to any
recommendation of the Board of Directors of the Company;
(iii) join a partnership, limited partnership, syndicate or other
group, or otherwise act in concert with any other person, for the purpose of
acquiring holding, voting or disposing of voting securities of the Company, or
otherwise become a "person" within the meaning of Section 13(d)(3) of the
Exchange Act (in each case other than solely with another Xxxxx Party);
(iv) become, alone or in conjunction with others, an "Acquiring
Person" as defined in the Company's Shareholder Rights Plan as adopted January
13, 1992; or
(v) dispose of any voting securities of the Company to any person
who, to the knowledge of the Xxxxx Parties, as a result of acquiring such voting
securities would become an "Acquiring Person" as defined in the Company's
Shareholder Rights Plan as adopted January 13, 1992.
(d) Each of the Xxxxx Parties shall be present, in person or by proxy,
and without further action hereby agree that they shall be deemed (to the extent
permitted by law) to be present, at all meetings of the stockholders of the
Company with respect to which the Xxxxx Parties receives notice so that all
voting securities of the Company owned by any of them may be counted for the
purpose of determining the presence of a quorum at such meetings.
(e) For purposes of this letter (x) "Affiliate" shall have the same
meaning as Affiliate under Rule 12b-2 under the Exchange Act, and (y)
"Beneficial Owner" shall have the same meaning as "Beneficial Owner" under Rule
13d-3 under the Exchange Act, and "Beneficial Ownership" shall have a
correlative meaning.
If the foregoing accurately summarizes our agreement, please sign where
indicated below.
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Very truly yours,
ICF XXXXXX INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx
Chairman of the Board and Chief
Executive Officer
XXXXX & COMPANY
By: /s/ Xxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxx
Title: Chief Administrative
Officer
Dated March 24, 1998
COWEN INCORPORATED
By: /s/ Xxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxx
Title: Chief Administrative
Officer
Dated March 24, 1998
/s/Xxxxxx X. Xxxxx
--------------------------
Xxxxxx X. Xxxxx
Dated: March 24, 1998
/s/ Xxxxxx X. Xxxxx
--------------------------
Xxxxxx X. Xxxxx
Dated: March 24, 1998
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ICF XXXXXX INTERNATIONAL, INC.
0000 Xxx Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Xx. Xxxxxxx X. Xxxxxxxxxx
Xxxxxxxxxx & Co., L.L.C.
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000-0000
Dear Xxxxxxx:
The purpose of this letter is to set forth the agreements we have
reached as a result of discussions over the past several days. It will become
effective on the date of your execution of this letter (the "Effective Date").
The Board of Directors of ICF Xxxxxx International, Inc. (the "Company")
will nominate, recommend and solicit proxies for your election as a director,
for a three-year term, at the 1998 annual meeting of shareholders.
Also, the Board of Directors has acted to unconditionally and
irrevocably offer Xxxxxx Xxxxx the opportunity to join the Board at his written
request at any time between July 1, 1998 and December 31, 1998 for a term
extending to the annual meeting of shareholders in 2000, and until his successor
is elected.
For your part, you and Xxxxxxxxxx & Co., L.L.C. (the "Xxxxxxxxxx
Parties") agree as follows:
(a) During the period commencing on the Effective Date and ending on the
earlier of (i) five years after the Effective Date and (ii) the day after the
date the Xxxxxxxxxx Parties and all of their Affiliates cease to be the
Beneficial Owners of any of the Company's voting securities ("Restricted
Securities"), the Xxxxxxxxxx Parties shall not, without the express written
consent of a majority of the directors of the Company not designated by the
Xxxxxxxxxx Parties pursuant to this Agreement, acquire, directly or indirectly,
any voting securities of the Company if, following such acquisition, such
Xxxxxxxxxx Parties, together with their Affiliates, would directly or indirectly
be the Beneficial Owners of voting securities of the Company representing in the
aggregate more than 19.5% of the total combined voting power of all issued and
outstanding securities of the Company (it being understood that this provision
shall not be violated if such Xxxxxxxxxx Parties and their Affiliates become
entitled to exercise voting power in excess of such percentage as a result of
any event or circumstance other than the acquisition by such Xxxxxxxxxx Parties
or their Affiliates of Beneficial Ownership of additional voting securities of
the Company). The Company hereby agrees that it shall not take any action,
including without limitation, any amendment to its Shareholders Rights plan,
that would prevent the Xxxxxxxxxx Parties from
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acquiring additional securities within the limitations set forth herein.
(b) During the period (i) between the date hereof and May 1, 1998 and
(ii) that you or another person who is an Affiliate of the Xxxxxxxxxx Parties is
a member of the Board of Directors, and for a period of 90 days thereafter, the
Xxxxxxxxxx Parties shall not, without the express written consent of a majority
of the directors of the Company not designated by the Xxxxxxxxxx Parties
pursuant to this Agreement:
(x) subject any Restricted Securities to any voting trust or voting
agreement;
(y-1) recruit, or engage in organizing persons not nominated by the
Board of Directors to oppose the Board of Directors nominated candidates in an
election; or
(y-2) financially support (including contributing money, lending
money, furnishing credit or entering into any other arrangements or contracts
regarding financing) a proxy contest for Board of Directors candidates to oppose
the candidates nominated by the Board of Directors; or
(y-3) provide any material, non-public information gained in your
position as Director to opposing Board candidates, except as required by law,
and then only after notice to the Company.
(z) join a partnership, limited partnership, syndicate or other
group, or otherwise act in concert with any other person, for the purpose of
acquiring, holding, voting or disposing of voting securities of the Company, or
otherwise become a "person" within the meaning of Section 13(d)(3) of the
Exchange Act (in each case other than solely with another Xxxxxxxxxx Party).
(c) Each of the Xxxxxxxxxx Parties shall be present, in person or by
proxy, and without further action hereby agree that they shall be deemed (to the
extent permitted by law) to be present, at all meetings of the stockholders of
the Company with respect to which the Xxxxxxxxxx Parties receive notice so that
all voting securities of the Company owned by any of them may be counted for the
purpose of determining the presence of a quorum at such meetings.
(d) For purposes of this letter (i) "Affiliate" shall have the same
meaning as Affiliate under Rule 12b-2 under the Exchange Act, and (ii)
"Beneficial Owner" shall have the same meaning as "Beneficial Owner" under Rule
13d-3 under the Exchange Act, and "Beneficial Ownership" shall have a
correlative meaning.
The agreements set forth in paragraphs (a)-(d) above shall terminate and
be of no further effect in the event (i) you are
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not elected as a director of ICF Kaiser, as contemplated herein, on or before
May 30, 1998; or (ii) Xxxxxx Xxxxx does not become a director upon his
acceptance of the offer referred to above.
The Company hereby agrees to promptly reimburse the Xxxxxxxxxx Parties
for all reasonable and necessary documented out-of-pocket expenses incurred by
them (including but not limited to fees and disbursements of counsel) in
connection with their proposals to the Board of Directors of the Company and the
potential solicitation of proxies for the election of directors to the Company,
up to a maximum of $25,000.
If the foregoing accurately summarizes our agreement, please sign where
indicated below.
Very truly yours,
ICF XXXXXX INTERNATIONAL, INC.
BY: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx
Chairman of the Board and Chief
Executive Officer
XXXXXXXXXX & CO., L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxxxx,
Managing Member
Dated: March 13, 1998
/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxxxx, Individually
Dated: March 13, 1998
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