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EXHIBIT 99.(c)(2)
July 21, 1998
Framatome Connectors International
Tour Framatome 0, xxxxx xx xx Xxxxxxx
00000 XXXXX LA DEFENSE CEDEX
Ladies and Gentlemen:
The purpose of this letter agreement is to reflect the basis upon
which Xxxx Electronics Corp. ("Company") is willing to provide certain
Information (hereinafter defined) to Framatome Connectors International
("Recipient") for use in connection with a possible transaction between
Recipient and the Company ("Possible Transaction").
For purposes of this letter agreement, "Information" shall mean
all information, documents, and materials that relate to the Possible
Transaction or to the Company or its businesses, operations, or other affairs
and that are furnished to Recipient or its representatives by or on behalf of
the Company, provided that the term "Information" shall not include any
information, documents, or materials that (i) are or become generally available
to the public other than as a result of a disclosure by Recipient or any of its
representatives in violation of this agreement or (ii) are or become available
to Recipient or its representatives on a non-confidential basis from a source
other than the Company or any of its representatives if such source is not known
by Recipient or any of its representatives to be (A) bound by a confidentiality
agreement with the Company or any of its representatives or (B) otherwise
prohibited from transmitting the affected information, documents, or materials
to Recipient or any of its representatives by any contractual, legal, or
fiduciary obligation.
All Information received by Recipient or its representatives shall
be used solely for the purpose of assisting Recipient in evaluating the Possible
Transaction and not in any manner detrimental to the Company. Except as required
by law, judicial or governmental order, or other legal process or pronouncement
(including any discovery request) (collectively, "Law"), neither Recipient nor
its representatives shall, without the Company's prior written consent, disclose
any Information to any person or entity other than Recipient's representatives
on a need to know basis. Recipient shall be liable to the Company for any
breaches of this letter agreement by any of Recipient's representatives.
In addition, without the prior written consent of the Company or
except as required by Law, Recipient will not, and will direct its
representatives not to, disclose to any person either the fact that discussions
with respect to the Possible Transaction are taking place or any of the terms,
conditions or other facts with respect to the Possible Transaction.
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July 21, 1998
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In the event Recipient or any of its representatives are requested
or required by Law to disclose any Information, Recipient will give the Company
prompt written notice of such request or requirement so that the Company may
seek an appropriate protective order or other remedy, and Recipient will
cooperate with the Company to obtain such protective order or other remedy. In
the event such protective order or other remedy is not obtained, Recipient and
its representatives will furnish only that portion of the Information that, in
the reasonable opinion of Recipient's counsel, is legally required to be
disclosed and will use Recipient's reasonable best efforts to obtain assurances
that confidential treatment will be accorded to such Information.
Recipient hereby acknowledges that the Information is being
furnished in consideration of Recipient's agreement that Recipient and
Recipient's affiliates, as defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), will not (and Recipient and
Recipient's affiliates will not assist or encourage others to) directly or
indirectly, for a period of eighteen (18) months from the date hereof: (a) make
any public announcement with respect to, or submit any proposal for, a
transaction (excluding commercial transactions in the ordinary course of
business) between the Company and Recipient (and/or any of Recipient's
affiliates or any person acting in concert with Recipient) or any such
transaction involving the Company, unless such proposal is directed and
disclosed solely to the management of the Company or its designated
representatives; (b) by purchase or otherwise, acquire, offer to acquire, or
agree to acquire, ownership of any assets or businesses of the Company or its
affiliates or of any securities issued by the Company or its affiliates or any
direct or indirect rights (including convertible securities) or options to
acquire such ownership (or otherwise act in concert with any person which so
acquires, offers to acquire, or agrees to acquire); (c) make, or in any way
participate in, directly or indirectly, any "solicitation" of "proxies" (as such
terms are defined or used in Regulation 14A under the Exchange Act) with respect
to, or seek to advise or influence any person with respect to, the voting of any
securities issued by the Company; (d) initiate, propose or otherwise solicit
stockholders for the approval of one or more stockholder proposals with respect
to the Company as described in Rule 14a-8 under the Exchange Act or induce or
attempt to induce any other person to initiate any stockholder proposal; (e)
acquire or affect the control of the Company or directly or indirectly
participate in or encourage the formation of any "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) which owns or seeks to acquire ownership
of voting securities of the Company, or to acquire or affect control of the
Company; (f) call or seek to have called any meeting of the stockholders of the
Company or execute any written consent in lieu of a meeting of holders of any
securities of the Company; (g) seek election or seek to place a representative
on the Board of Directors of the Company or seek the removal of any member of
the Board of Directors; (h) otherwise, directly or indirectly, alone or in
concert with others, seek to influence or control the management, Board of
Directors or
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July 21, 1998
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policies of the Company or any of its affiliates; or (i) request any waiver,
modification, termination or amendment of this paragraph or the relinquishment
by the Company of any rights with respect thereto except in connection with a
proposal submitted in the manner contemplated by clause (a) of this paragraph.
Recipient acknowledges that it is aware, and that Recipient will
advise Recipient's representatives who are informed of the Possible Transaction,
that the United States securities laws prohibit any person who has material,
nonpublic information concerning a company from purchasing or selling securities
of that company or disclosing such information to any other person under
circumstances in which it is reasonably foreseeable that such person is likely
to purchase or sell such securities.
Without the prior written consent of the Company, Recipient and
its affiliates will not, for a period of two (2) years from the date hereof,
solicit any officer or general manager of the Company to become employed or
otherwise retained by Recipient or any of its affiliates; provided, that nothing
herein shall prohibit any advertisement or general solicitation that is not
specifically targeted at such officers, managers or key employees nor shall it
prohibit the solicitation of any such officer, manager or key employee who (i)
initiates employment discussions with you or your affiliates or (ii) is not
employed by the Company on the date you first solicit such officer, manager or
key employee.
Recipient acknowledges that neither the Company nor any of its
representatives is making any representation or warranty, express or implied, as
to the accuracy or completeness of the Information and that the Company
expressly disclaims any and all liability that may be based on the Information,
errors therein and omissions therefrom, and Recipient expressly agrees that
neither the Company nor any of its representatives shall have any liability to
Recipient or any other person resulting from the use of the Information.
Neither the Company nor Recipient shall be under any obligation to
proceed with or consummate any Possible Transaction except as provided in a
definitive written agreement that is duly authorized, executed, and delivered by
both such parties.
Upon the request of the Company, Recipient shall return or
destroy, and shall cause its representatives to return or destroy (in each case
at the Company's option), all originals and copies of all Information held by
Recipient or its representatives.
Recipient agrees that money damages would not be sufficient remedy
for any breach of this letter agreement by Recipient or its representatives, and
that in addition to all other remedies, the Company shall be entitled to
specific performance and injunctive or other equitable relief as a remedy for
any such breach.
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This letter agreement may be executed in one or more counterparts,
shall terminate on the third anniversary of the date hereof, and shall be
governed by the laws of the State of New York, without regard to principles of
conflicts of laws.
Very truly yours,
XXXX ELECTRONICS CORP.
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Senior Vice President and
Chief Financial Officer
Accepted and agreed to as of the date first set forth above:
FRAMATOME CONNECTORS INTERNATIONAL
By: /s/ XXXXXX XXXXXX'
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Name: Xxxxxx Xxxxxx'
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Title: Chief Executive Officer
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