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EXHIBIT 3
MANAGEMENT COMMITMENT LETTER
Page 19 of 20 Pages
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EXHIBIT 3
July 27, 1999
Imaging Components Corporation
temporary address:
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is made to the Agreement and Plan of Merger (as amended from time to
time, the "Merger Agreement"), dated on or about July 26, 1999, by and among
Imaging Components Corporation, a Delaware corporation, (the "Company"), Kofax
Image Products, Inc., a Delaware corporation and Imaging Acquisition Corp., a
Delaware corporation. Capitalized terms used but not otherwise defined herein
shall have the meaning set forth in the Merger Agreement.
1. COMMITMENT. This letter (the "Letter Agreement") will confirm the
commitment of each of Xxxxx X. Xxxxxx, Xxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx
X. Xxxxxx, and Xxxxx Xxxx (the "Management"):
(i) to exchange their respective Retained Shares (as set forth on
Schedule 2.8) for shares of Parent Class A Common and Parent Class B
Common in accordance with Section 2.8 of the Merger Agreement, and
(ii) to execute and deliver the Stockholders Agreement, the
Registration Rights Agreement and the Executive Stock Agreement,
substantially (A) in the form of, and (B) on the terms and conditions
as set forth on, Exhibit A, Exhibit B, and Exhibit C attached hereto
and other terms and conditions reasonably satisfactory to the parties
thereto.
2. CONDITIONS. Management's commitment is subject to the consummation
of the Merger.
3. TERMINATION. This commitment will be effective upon the Company's
acceptance of the terms and conditions of this letter and will expire on the
first to occur of (a) the Closing (as defined in the Merger Agreement) or (b)
the termination of the Merger Agreement.
4. GOVERNING LAW. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE
(EXCLUDING THE PROVISIONS OF SUCH LAWS REGARDING CONFLICTS OF LAW).
5. ASSIGNMENT. Neither this Letter Agreement nor any of the rights,
interests or obligations hereunder may be assigned by the Company without our
prior written consent.
6. COMPLETE AGREEMENT. This Letter Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
7. NO THIRD PARTY BENEFICIARY. Nothing in this Letter Agreement is
intended, nor shall anything herein contained be construed, to confer any
rights, legal or equitable, in any person other than the parties hereto and
their respective legal representatives, heirs, successors and permitted assigns.
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8. HEADINGS. The headings contained in this Letter Agreement are for
reference only and shall not affect in any way the meaning or interpretation of
this Letter Agreement.
Very truly yours,
/s/ XXXXX X. SILVER
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XXXXX X. XXXXXX
/s/ XXXX X. XXXXX
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XXXX X. XXXXX
/s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
/s/ XXXXXXX X. XXXXXX
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XXXXXXX X. XXXXXX
/s/ XXXXX XXXX
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XXXXX XXXX
Accepted as of the date
first above written:
IMAGING COMPONENTS CORPORATION
By
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Name:
Title:
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