STOCKHOLDERS AGREEMENT
This
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of March 31, 2010, is made
and entered into by and among Big Kettle Merger Sub, Inc., a Delaware
corporation (the “Purchaser”), AZZ incorporated, a Texas corporation (the
“Parent”), and each party listed under the heading “STOCKHOLDERS” on the
signature page hereof (each a “Stockholder” and collectively, the
“Stockholders”);
WITNESSETH:
WHEREAS,
as of the date hereof, each Stockholder owns beneficially the number of shares
of common stock, par value $0.10 per share (the “Company Common Stock”), of
North American Galvanizing & Coatings, Inc., a Delaware corporation (the
“Company”), set forth opposite the Stockholder’s name on Exhibit A hereto
(together with any other shares of Company Common Stock that the Stockholder
acquires, whether by means of purchase, dividend, distribution, or otherwise,
prior to the termination of this Agreement, the “Shares”; provided that
Restricted Shares (as defined below) shall not constitute “Shares” until the
restrictions thereon lapse in accordance with their terms, Director Stock Units
(as defined below) shall not constitute “Shares” and neither Restricted Shares
nor Director Stock Units shall be set forth on Exhibit A); the
total number of restricted shares of Company Common Stock set forth on Exhibit B hereto
(together with any other restricted shares of Company Common Stock that the
Stockholder acquires prior to the termination of this Agreement, the “Restricted
Shares”); the total number of shares of Company Common Stock subject to stock
options set forth on Exhibit C hereto
(together with any other stock options that the Stockholder acquires prior to
the termination of this Agreement, the “Options”); and the total number of
shares of Company Common Stock under the Company’s Director Stock Unit Program
set forth on Exhibit D hereto
(together with any other shares of Company Common Stock under the Company’s
Director Stock Unit Program that the Stockholder acquires prior to the
termination of this Agreement, the “Director Stock Units”); and
WHEREAS,
concurrently with the execution and delivery of this Agreement, the Company,
Purchaser and Parent are entering into an Agreement and Plan of Merger (the
“Merger Agreement”), of even date herewith, which (upon the terms and subject to
the conditions set forth therein) provides for, among other things, a tender
offer (the “Offer”) by Purchaser for the Company Common Stock and the subsequent
merger of Purchaser with and into the Company (the “Merger”); and
WHEREAS,
as a condition to their willingness to enter into the Merger Agreement,
Purchaser and Parent have requested each Stockholder to agree, and in order to
induce Purchaser and Parent to enter into the Merger Agreement each Stockholder
has agreed, to enter into this Agreement.
NOW,
THEREFORE, in consideration of the premises and the representations, warranties,
covenants, and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1
ARTICLE
I
STOCKHOLDERS’
REPRESENTATIONS AND WARRANTIES
Each
Stockholder hereby separately and severally represents and warrants to Purchaser
and Parent as follows with respect to such Stockholder:
1.1 Due Organization and
Authorization. Stockholder, if it is a trust, is duly
organized and validly existing under the laws of the jurisdiction in which it is
formed. Stockholder possesses the requisite power and authority to execute,
deliver, and perform this Agreement, to appoint Purchaser (or any nominee
thereof) as its Proxy (as defined below), and to consummate the transactions
contemplated hereby. The execution, delivery, and performance of this Agreement,
the appointment of Purchaser (or any nominee thereof) as Stockholder’s Proxy,
and the consummation of the transactions contemplated hereby have been duly
authorized by all requisite action of Stockholder. This Agreement has been duly
executed and delivered by or on behalf of Stockholder and constitutes a legal,
valid, and binding obligation of Stockholder, enforceable against Stockholder in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar Laws now or hereafter in effect relating to creditors’ rights
generally and by general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law). There is no
beneficial owner of any of such Stockholder’s Shares, Restricted Shares, Options
and Director Stock Units or other beneficiary or holder of any other interest in
any thereof whose consent is required for the execution and delivery of this
Agreement or for the consummation by Stockholder of the transactions
contemplated hereby.
1.2 No
Conflicts; Required Filings and Consents.
(a) The
execution and delivery of this Agreement by Stockholder do not, and the
performance of this Agreement by Stockholder will not, (i) conflict with or
violate the trust instrument of Stockholder if it is a trust, (ii) conflict with
or violate any law applicable to Stockholder or by which Stockholder or any of
Stockholder’s assets is bound or affected, or (iii) result in any breach of
or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
acceleration, or cancellation of, or result in the creation of a lien or
encumbrance on such Stockholder’s Shares, Restricted Shares, Options and
Director Stock Units, pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise, or other instrument or
obligation to which Stockholder is a party or by which Stockholder or any of
Stockholder’s assets is bound or affected.
(b) The
execution and delivery of this Agreement by Stockholder does not, and the
performance of this Agreement by Stockholder will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
governmental or regulatory authority, domestic or foreign, other than (i)
filings under the HSR Act and any similar foreign requirements, and (ii) any
necessary filing under the Securities Exchange Act of 1934, as
amended.
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1.3 Title. Stockholder
is the sole beneficial owner of the shares of Company Common Stock, Restricted
Shares, Options and Director Stock Units set forth opposite Stockholder’s name
on Exhibits A, B, C
and D hereto, free and clear of any pledge, lien, security interest,
mortgage, claim, proxy, voting restriction or other voting trust, agreement,
understanding, or arrangement of any kind, right of first refusal or other
limitation on disposition, adverse claim of ownership, or other encumbrance of
any kind, other than (i) restrictions imposed by securities laws,
(ii) pursuant to this Agreement or the Merger Agreement or (iii) in
the case of the Restricted Shares, Options and Director Stock Units,
restrictions imposed by the Company’s equity incentive plans and related trust.
As of the date hereof, Stockholder does not own beneficially any other shares of
Company Common Stock (including restricted shares and shares under the Company’s
Director Stock Unit Program) or options to purchase shares of Company Common
Stock.
1.4 Information for Offer Documents and
Proxy Statement. None of the information relating to
Stockholder and its affiliates provided by or on behalf of Stockholder or its
affiliates specifically for inclusion in the Schedule TO, Schedule 14D-9, Offer
Documents, or Proxy Statement will, at the respective times the Schedule TO,
Schedule 14D-9, Offer Documents, and Proxy Statement are filed with the SEC or
are first published, sent or given to stockholders of the Company, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading.
ARTICLE
II
STOCKHOLDERS’
COVENANTS
Each
Stockholder hereby separately and severally covenants to Purchaser and Parent as
follows with respect to such Stockholder:
2.1 Voting of Shares and Restricted
Shares. Stockholder hereby agrees that from the Go-Shop Period
Termination Date until the termination of the Agreement pursuant to Section 4.2
(the “Term”), at any meeting of the stockholders of the Company however called
and in any action by written consent of the stockholders of the Company,
Stockholder shall vote its Shares and Restricted Shares (except to the extent
such Shares have been tendered to Purchaser in the Offer and not withdrawn or
sold to the Purchaser pursuant to the Company Securities Options) (i) in favor
of the Merger and the Merger Agreement, (ii) against any Acquisition Proposal
(other than an Acquisition Proposal submitted by a Go-Shop Party) and against
any proposal for action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or which is reasonably likely to result in
any of the Company’s obligations under the Merger Agreement not being fulfilled,
any change in the directors of the Company (except as contemplated by the Merger
Agreement), any change in the present capitalization of the Company or any
amendment to the Company’s corporate structure or business, or any other action
which could reasonably be expected to impede, interfere with, delay, postpone or
materially adversely affect the transactions contemplated by this Agreement or
the Merger Agreement or the likelihood of such transactions being
consummated and (iii) in favor of any other matter necessary for consummation of
the transactions contemplated by the Merger Agreement which is considered at any
such meeting of stockholders or in such consent, and in connection therewith to
execute any documents which are necessary or appropriate in order to effectuate
the foregoing, including the ability for Purchaser or its nominee(s) to vote the
Shares and Restricted Shares directly.
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2.2 Proxy. Stockholder
hereby revokes all prior proxies or powers of attorney with respect to any of
its Shares and Restricted Shares. During the Term, Stockholder hereby
constitutes and appoints Purchaser, or any nominee designated by Purchaser, with
full power of substitution and re-substitution at any time during the Term, as
its true and lawful attorney and proxy (“Proxy”), for and in its name, place,
and stead, to demand that the Secretary of the Company call a special meeting of
the stockholders of the Company for the purpose of considering any matter
referred to in Section 2.1 and to vote each of the Stockholder’s Shares and
Restricted Shares (except to the extent such Shares have been tendered to
Purchaser in the Offer and not withdrawn or sold to the Purchaser pursuant to
the Company Securities Options) as its Proxy in respect of any such matter, at
every annual, special, adjourned, or postponed meeting of the stockholders of
the Company, including the right to sign its name (as stockholder) to any
consent, certificate, or other document relating to the Company that the law of
the State of Delaware might permit or require. THE FOREGOING PROXY AND POWER OF
ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.
Stockholder will take such further action and execute such other documents as
may be necessary to effectuate the intent of this Section 2.2.
2.3 Tender. Stockholder
hereby agrees to tender in the Offer, prior to the Expiration Date, all Shares
owned beneficially by Stockholder. Stockholder hereby acknowledges and agrees
that Purchaser’s obligation to accept for payment and pay for such Shares in the
Offer is subject to the terms and conditions set forth in Annex I to the Merger
Agreement.
2.4 Restrictions on Transfer, Proxies and
Non-Interference. Stockholder hereby agrees, while this
Agreement is in effect, and except as contemplated hereby, not to (i) sell,
transfer, pledge, encumber, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to the sale,
transfer, pledge, encumbrance, assignment or other disposition of, any of the
Shares, Restricted Shares, Options or Director Stock Units, (ii) grant any
proxies, deposit any Shares, Restricted Shares, Options or Director Stock Units
into a voting trust or enter into a voting agreement with respect to any Shares,
Restricted Shares, Options or Director Stock Units, or (iii) take any
action that would make any representation or warranty of Stockholder contained
herein untrue or incorrect in any material respect or have the effect of
preventing or disabling Stockholder from performing Stockholder’s obligations
under this Agreement.
2.5 Disclosure. Stockholder
hereby authorizes Purchaser to publish and disclose in the Offer Documents and,
if approval of the Company’s stockholders is required under applicable law, the
Proxy Statement (including all documents and schedules filed with the SEC), its
identity, its ownership of Company Common Stock, and the nature of its
commitments, arrangements, and understandings under this
Agreement.
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2.6 No Solicitation. Stockholder
covenants and agrees that, during the Term, it shall not, directly or
indirectly, initiate, solicit or knowingly take any action to facilitate or
encourage (including by way of providing information) the submission of any
inquiries, proposals or offers or any other efforts or attempts that constitute,
or may reasonably be expected to lead to, an Acquisition Proposal, or engage in
any discussions or negotiations with respect thereto. Stockholder immediately
shall cease and cause to be terminated all existing discussions or negotiations
of Stockholder and its agents, or other representatives with any person (other
than Purchaser or Parent) with respect to any of the foregoing except as
otherwise contemplated by Section 5 of the Merger Agreement. Stockholder shall
notify the Company promptly of any such proposal or offer, or any inquiry or
contact with any person with respect thereto, of which it becomes aware and
shall, in any such notice to the Company, indicate in reasonable detail the
identity of the person making such proposal, offer, inquiry, or contact and the
material terms and conditions of such proposal, offer, inquiry, or
contact. Notwithstanding any provision of this Section to the
contrary, Stockholder may, and if any agent, or representative of Stockholder is
a member of the Board of Directors of the Company, such member of the Board of
Directors of the Company may, in his or her capacity as such director, take such
actions, if any, as are permitted to be taken by such Stockholder, or such agent
or representative thereof, by Section 5 of the Merger Agreement.
2.7 Fiduciary
Duties. Parent and Purchaser acknowledge and agree that the
obligations set forth in this Agreement will be deemed to be obligations of the
Stockholder solely in the Stockholder’s capacity as a stockholder of the
Company, and nothing in this Agreement will be deemed to limit or restrict in
any manner the discharge of the Stockholder’s fiduciary duties as a director
and/or officer of the Company.
ARTICLE
III
COMPANY
SECURITIES OPTIONS
3.1 Grant of Company Shares
Option. In order to induce Purchaser to enter into the Merger
Agreement, each Stockholder hereby separately and severally grants to Purchaser
an irrevocable option (the “Company Shares Option”) to purchase the
Stockholder’s Shares (including any Restricted Shares that vest upon the
acceptance for payment by Purchaser of all shares of Company Common Stock
tendered and not withdrawn in the Offer) at a price per Share (the “Offer
Price”) in cash equal to (i) Seven Dollars and Fifty Cents ($7.50) plus
(ii) in the event a higher price is paid or to be paid for any shares of
Company Common Stock by Purchaser pursuant to the Offer or the Merger (but
excluding any price paid to any stockholder who exercises dissenters’ rights in
connection with the Merger), the amount by which the highest such price exceeds
Seven Dollars and Fifty Cents ($7.50). The Company Shares Option shall be
exercisable pursuant to the terms of Section 3.4 below.
3.2 Grant of Company Options Purchase
Right. In order to induce Purchaser to enter into the Merger
Agreement, each Stockholder hereby separately and severally grants to Purchaser
an irrevocable option (the “Company Options Purchase Right”) to purchase the
shares of Company Common Stock underlying the Stockholder’s Options at a price
per share in cash equal to the Offer Price. In the event that
Purchaser exercises the Company Options Purchase Right,
the Stockholders holding Options shall exercise such Options simultaneously with
the sale to Purchaser of the shares of Company Common Stock underlying such
Options, and the Purchaser shall deliver (i) to each Stockholder holding
Options, the excess, if any, of the Offer Price over the exercise price per
share of Company Common Stock set forth in such Options, less any required
withholding taxes, and (ii) to the Company, the aggregate exercise price of
such Options. The Company Options Purchase Rights shall be exercisable pursuant
to the terms of Section 3.4 below.
5
3.3 Grant of Company DSU
Option. In order to induce Purchaser to enter into the Merger
Agreement, each Stockholder hereby separately and severally grants to Purchaser
an irrevocable option (the “Company DSU Option” and, together with the Company
Shares Option and the Company Options Purchase Right, the “Company Securities
Options”) to purchase the shares of Company Common Stock underlying the
Stockholder’s Director Stock Units at a price per share in cash equal to the
Offer Price. The Company DSU Option shall be exercisable pursuant to the terms
of Section 3.4 below.
3.4 Exercise of Company Securities
Options. The Company Securities Options (i) shall become
exercisable, in whole but not in part, for (A) all Shares (including any
Restricted Shares that vest upon the acceptance for payment by Purchaser of all
shares of Company Common Stock tendered and not withdrawn in the Offer) subject
thereto (less any such Shares which Purchaser has accepted for payment and paid
for in the Offer), (B) all shares of Company Common Stock underlying the
Stockholders’ Options subject thereto and (C) all shares of Company Common
Stock underlying the Stockholders’ Director Stock Units subject thereto,
respectively, in each case at the close of business upon the Expiration Date
(or, if for any reason later, immediately after the expiration of the period,
including any extensions thereof, during which shares of Company Common Stock
tendered pursuant to the Offer may by the terms of the Offer be accepted or
rejected) or, if later, the date upon which (x) all waiting periods under the HSR
Act or other applicable law shall have expired or been waived and (y) there
shall not be in effect any preliminary or final injunction or other order issued
by any court or governmental, administrative, or regulatory agency or authority
prohibiting the exercise of the Company Securities Options pursuant to this
Agreement, if, but only, if, Purchaser has accepted for payment all shares of
Company Common Stock tendered and not withdrawn in the Offer, and (ii) shall
remain exercisable for a period of fifteen (15) days after the first such date
on which the Company Securities Options becomes exercisable pursuant to clause
(i) of this sentence. If the Company Securities Options do not become
exercisable under this Section 3.4 due to (a) the termination or withdrawal of
the Offer prior to the Expiration Date (or the later date specified in the
second parenthetical of this Section 3.4), or (b) the failure of Purchaser to
accept for payment all shares of Company Common Stock tendered and not withdrawn
in the Offer, it shall be deemed to have expired. In the event that Purchaser
wishes to exercise the Company Securities Options, Purchaser, prior to the
expiration thereof, shall send a written notice to each
Stockholder identifying the place for the closing of such purchase at least two
(2) business days prior to such closing.
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ARTICLE
IV
MISCELLANEOUS
4.1 Definitions. Terms
used but not otherwise defined in this Agreement, have the meanings assigned to
such terms in the Merger Agreement.
4.2 Termination. This
Agreement shall terminate and be of no further force and effect (i) by the
written mutual consent of the parties hereto or (ii) automatically and without
any required action of the parties hereto upon the earlier to occur of (A) the
Effective Time, (B) the termination of the Merger Agreement pursuant to
Section 7.1 thereof or (C) the closing of the exercise of the Company
Securities Options or the expiration of the Company Securities Options,
whichever occurs earlier. The termination of this Agreement shall not relieve
any party hereto from any liability for any breach of this Agreement prior to
termination.
4.3 Non-Survival. The
representations and warranties made herein shall terminate upon termination of
this Agreement pursuant to Section 4.2.
4.4 Notices. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (i) upon hand delivery, (ii) upon confirmation of receipt
of facsimile transmission, (iii) upon confirmed delivery by a standard overnight
courier, or (iv) after five (5) business days if sent by registered or certified
mail, postage prepaid, return receipt requested, to the following address or to
such other address that a party hereto might later specify by like
notice:
(a) If
to Purchaser or Parent, to:
AZZ incorporated
One Museum Place
0000 Xxxx 0xx Xxxxxx, Xxxxx
000
Xxxx Xxxxx, Xxxxx 00000
Attention: Chief Executive
Officer
Facsimile: (000)
000-0000
With copies to:
Xxxxx Xxxx & Xxxxxxx
LLP
000 Xxxx Xxxxxx, Xxxxx
0000
Xxxx Xxxxx, Xxxxx 00000
Attention: F. Xxxxxxx
Xxxxxxxx
S. Xxxxxx
Xxxxxx
Fax: (000)
000-0000
(b) If
to Stockholders, to:
c/o North American Galvanizing &
Coatings, Inc.
0000 X. Xxxx Xxxxxx, Xxxxx
0000
Xxxxx, Xxxxxxxx 00000
Attention: Chief Executive
Officer
7
Facsimile: (000)
000-0000
With copies to:
Xxxxxxxxxx & Xxxxx LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx
Xxxx 00000
Attention: Xxxxxx X.
Xxxxx
Fax: (000)
000-0000
4.5 Severability. In
the event that any provision in this Agreement is held invalid, illegal, or
unenforceable in a jurisdiction, such provision shall be modified or deleted as
to the jurisdiction involved but only to the extent necessary to render the same
valid, legal, and enforceable. The validity, legality, and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired thereby
nor shall the validity, legality, or enforceability of such provision be
affected thereby in any other jurisdiction.
4.6 Entire
Agreement. This Agreement and the Merger Agreement, as it may
be amended from time to time, constitute the entire agreement among the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect thereto.
4.7 Assignment. No
party may assign or delegate this Agreement or any right, interest, or
obligation hereunder, provided that Purchaser, in its sole discretion, may
assign or delegate its rights and obligations hereunder to any direct or
indirect Subsidiary of Parent; provided that any such assignment or delegation
shall not relieve Purchaser from liability hereunder.
4.8 No Third-Party
Beneficiaries. This Agreement shall be binding upon, inure
solely to the benefit of, and be enforceable by only the parties hereto, their
respective successors, and permitted assigns, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any person, other than
the parties hereto, their respective successors, and permitted assigns, any
rights, remedies, obligations, or liabilities of any nature
whatsoever.
4.9 Waiver of Appraisal Rights.
Stockholder hereby waives any rights of appraisal or rights to dissent
from the Merger.
4.10 Further
Assurance. Each party hereto shall execute and deliver such
additional documents and take all such further action as may be necessary or
desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
4.11 Certain
Events. Stockholder agrees that this Agreement and the
obligations hereunder shall attach to Stockholder’s Shares, Restricted Shares,
Options and Director Stock Units and shall be binding upon any person or entity
to which legal or beneficial ownership of such Shares, Restricted Shares,
Options and Director Stock Units shall pass, whether by operation
of law or otherwise. Notwithstanding any transfer of Shares, Restricted Shares,
Options and Director Stock Units, the transferor shall remain liable for the
performance of all obligations under this Agreement (other than in the case of
any transfer to Purchaser or Parent or an affiliate of any
thereof).
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4.12 No Waiver. The
failure of any party hereto to exercise any right, power, or remedy provided
under this Agreement or otherwise available at law or in equity, the failure of
any party hereto to insist upon compliance by any other party hereto with its
obligations hereunder, or the existence of any custom or practice of the parties
at variance with the terms hereof shall not constitute a waiver by such party of
its right to exercise any such or other right, power, or remedy or to demand
such compliance.
4.13 Specific
Performance. The parties hereto acknowledge that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or otherwise
breached. Accordingly, the parties agree that an aggrieved party shall be
entitled to injunctive relief to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court having
jurisdiction, this being in addition to any other right or remedy to which such
party may be entitled under this Agreement, at law, or in equity.
4.14 Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware, without effect to provisions thereof relating to
conflicts of law.
4.15 Headings. The
descriptive headings in this Agreement were included for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.
4.16 Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
[Remainder
of the Page Intentionally Left Blank; Signature Page to Follow]
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IN WITNESS WHEREOF, the
parties hereto have each caused this Agreement to be executed in a manner sufficient to bind them
as of the date first written above.
PURCHASER:
BIG KETTLE MERGER SUB,
INC.
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By:
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/s/ Xxxxx X. Xxxxxx
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|
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Name:
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Xxxxx
X. Xxxxxx
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|
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Title:
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President
and Chief Executive Officer
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PARENT:
AZZ INCORPORATED
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By:
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/s/ Xxxxx X. Xxxxxx
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Name:
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Xxxxx
X. Xxxxxx
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Title:
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President
and Chief Executive
Officer
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STOCKHOLDERS:
XXXXXXX X. XXXXX
By: /s/ Xxxxxxx X.
Xxxxx
Name: Xxxxxxx X.
Xxxxx
Title: Individual
Signed at Palm Desert, CA
XXXXXX X. XXXXX
By: /s/ Xxxxxx X.
Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Individual
Signed at Ponte Vedra, FL
THE XXXXXX X. XXXXX REVOCABLE TRUST
DATED 9/15/95
By: /s/ Xxxxxx X.
Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Trustee
Signed at Ponte Vedra, FL
XXXXXX
X. XXXXX
By: /s/ Xxxxxx X.
Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Individual
Signed at Xxxxxxx, CO
XXXXXXX X. XXXXXXX XX
By: /s/ Xxxxxxx X.
Xxxxxxx
XX
Name: Xxxxxxx X. Xxxxxxx
XX
Title: Individual
Signed at Greenwich, CT
XXXXXXX
X. XXXXX
By: /s/ Xxxxxxx X.
Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Individual
Signed at
Sea Girt, NJ
XXXXXX
X. XXXXXX
By: /s/ Xxxxxx X.
Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Individual
Signed at Greenwich, CT
THE
XXXXXX X. XXXXXX REVOCABLE
LIVING
TRUST DATED 2/27/08
By: /s/ Xxxxxx X.
Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Signed at Greenwich, CT
XXXX
X. XXXXXX
By: /s/ Xxxx X.
Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Individual
Signed at Washington,
DC
XXXX
X. XXXXXX QUALIFIED ANNUITY TRUST 2008-1
By: /s/ Xxxx X.
Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Trustee
Signed at
Washington, DC
XXXX
X. XXXXXX QUALIFIED ANNUITY TRUST 2009-1
By: /s/ Xxxx X.
Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Trustee
Signed at Washington DC
* To
be signed outside of New York State.
The
following Exhibits are omitted pursuant to Item 601(b)(2) of Regulation S-K. A
supplemental copy of such Exhibits shall be furnished to the Securities and
Exchange Commission upon request.
Exhibits
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Exhibit
A
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Shares
of Common Stock
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Exhibit
B
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Restricted
Shares of Common Stock
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Exhibit
C
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Shares
of Common Stock Subject to Options
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Exhibit
D
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Shares
of Common Stock under Director Stock Unit
Program
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