Contract
Exhibit
99.1
STOCKHOLDER
AGREEMENT dated as of July 12, 2007 (this
“Agreement”), by and among Energizer Holdings, Inc.,
a Missouri
corporation (“Parent”), and the individuals and other parties listed on
Schedule A attached hereto (each, a “Stockholder” and, collectively, the
“Stockholders”).
WHEREAS,
Parent, ETKM, Inc., a Delaware corporation and a wholly-owned subsidiary of
Parent (“Merger Sub”), and Playtex Products, Inc., a Delaware corporation
(the “Company”), propose to enter into an Agreement and Plan of Merger
dated as of the date hereof (as the same may be amended or supplemented, the
“Merger Agreement;” terms used but not defined herein shall have the meanings
set forth in the Merger Agreement) providing for the merger of the Company
with
and into Merger Sub (the “Merger”), upon the terms and subject to the conditions
set forth in the Merger Agreement;
WHEREAS,
each Stockholder owns the number of shares of capital stock of the Company
set
forth opposite such Stockholder’s name on Schedule A hereto (such shares of
capital stock of the Company being referred to herein as such Stockholder’s
“Original Shares;” the Original Shares, together with any other shares of
capital stock of the Company or other voting securities of the Company acquired
by such Stockholder after the date hereof and during the term of this Agreement
(including through the exercise of any warrants, stock options or similar
instruments), being collectively referred to herein as such Stockholder’s
“Subject Shares”);
WHEREAS,
the Board of Directors of the Company has approved the terms of this Agreement
in connection with the approval of the Merger Agreement; and
WHEREAS,
as a condition to its willingness to enter into the Merger Agreement, Parent
has
required that each Stockholder enter into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing the representations,
warranties, covenants and agreements set forth herein and in the Merger
Agreement, the parties hereto, intending to be legally bound, agree as
follows:
1. Representations
and Warranties of Each Stockholder. Each Stockholder hereby,
severally and not jointly, represents and warrants to Parent as of the date
hereof in respect of himself, herself or itself as follows:
(a) Organization;
Authority, Execution and Delivery; Enforceability. With respect
to each Stockholder that is not a natural person, such Stockholder (i) is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and (ii) has the requisite corporate, company
or
partnership power and authority to execute and deliver this Agreement, to
consummate the transactions contemplated by this Agreement and to comply with
the provisions of this Agreement. The execution and delivery of this
Agreement by each Stockholder that is not a natural person, the consummation
by
such Stockholder of the transactions contemplated by this Agreement and the
compliance by such Stockholder with the provisions of this Agreement have been
duly authorized by all necessary corporate or other comparable action on the
part of such Stockholder and no other corporate or other comparable proceedings
on the part of such Stockholder are necessary to authorize this Agreement or
to
consummate the transactions contemplated by this Agreement. This
Agreement has been duly executed and delivered by such Stockholder and, assuming
the due authorization, execution and delivery by Parent, constitutes a valid
and
binding obligation of such Stockholder, enforceable against such Stockholder
in
accordance with its terms. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby do not
and will not conflict with, or result in any violation or breach of, or default
(with or without notice or lapse of time, or both) under, or give rise to a
right of, or result in, termination, cancellation or acceleration of any
obligation or to loss of a material benefit under, or result in the creation
of
any Lien in or upon any of the properties or assets of such Stockholder under,
or give rise to any increased, additional, accelerated or guaranteed rights
or
entitlements under, any provision of (i) with respect to each Stockholder that
is not a natural person, the articles of incorporation or bylaws, partnership
agreement or limited liability company agreement (or similar organizational
documents) of such Stockholder, (ii) any Contract to which such Stockholder
is a
party or any of the properties or assets of such Stockholder is subject or
(iii)
subject to the governmental filings and other matters referred to in the
following sentence, any (A) statute, law, ordinance, rule or regulation or
(B)
judgment, order or decree, in each case, applicable to such Stockholder or
his,
her or its properties or assets, other than, in the case of clauses (ii) and
(iii), any such conflicts, violations, breaches, defaults, rights, losses,
Liens
or entitlements that individually or in the aggregate would not reasonably
be
expected to impair in any material respect the ability of such Stockholder
to
perform his, her or its obligations under this Agreement or prevent or
materially impede, interfere with, hinder or delay the consummation of any
of
the transactions contemplated by this Agreement. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Authority is required in connection with the execution
and delivery of this Agreement by such Stockholder and the consummation by
such
Stockholder of the transactions contemplated by this Agreement, except for
(1)
filings under the HSR Act and any other applicable competition, merger control,
antitrust or similar law, (2) filings with the SEC of such reports under the
1934 Act as may be required in connection with this Agreement and the
transactions contemplated hereby and (3) such other consents, approvals, orders,
authorizations, registrations, declarations and filings the failure of which
to
be obtained or made individually or in the aggregate would not reasonably be
expected to impair in any material respect the ability of such Stockholder
to
perform his, her or its obligations under this Agreement or prevent or
materially impede, interfere with, hinder or delay the consummation of any
of
the transactions contemplated by this Agreement. With respect to each
Stockholder that is a trustee under a trust, no such trust requires any consent
that has not been obtained of any beneficiary to the execution and delivery
of
this Agreement or to the consummation of the transactions contemplated
hereby.
(b) The
Subject Shares. The Stockholder is the record and beneficial
owner of, or is trustee of a trust that is the record holder of, and whose
beneficiaries are the beneficial owners of, and has good and marketable title
to, the Subject Shares set forth opposite his, her or its name on Schedule
A
attached hereto, free and clear of any Liens. Other than as set forth
on Schedule A hereto, such Stockholder does not own (of record or beneficially)
any shares of capital stock of the Company or any options, warrants, rights
or
other similar instruments to acquire any capital stock or other voting
securities of the Company. Such Stockholder has the sole right to
vote and Transfer (as defined in Section 3(c)) the Subject Shares set forth
opposite his, her or its name on Schedule A hereto, and none of such Subject
Shares is subject to any voting trust or other agreement, arrangement or
restriction with respect to the voting or the Transfer of such Subject Shares
that would in any way limit the ability of such Stockholder to perform his,
her
or its obligations under this Agreement.
2. Representations
and Warranties of Parent. Parent hereby represents and warrants
to the Stockholders as follows: Parent has the requisite corporate power and
authority to execute and deliver this Agreement, to consummate the transactions
contemplated by this Agreement and to comply with the provisions of this
Agreement. The execution and delivery of this Agreement by Parent and
the consummation by Parent of the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate action on the part of
Parent and no other corporate proceedings on the part of Parent are necessary
to
authorize this Agreement or to consummate the transactions contemplated by
this
Agreement. This Agreement has been duly executed and delivered by
Parent and, assuming the due authorization (with respect to each Stockholder
that is not a natural person), execution and delivery by each Stockholder,
constitutes a valid and binding obligation of Parent, enforceable against Parent
in accordance with its terms. The execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement do not and will not conflict with, or result in any violation or
breach of, or default (with or without notice or lapse of time, or both) under,
or give rise to a right of, or result in, termination, cancellation or
acceleration of any obligation or to loss of a material benefit under, or result
in the creation of any Lien in or upon any of the properties or assets of Parent
under, or give rise to any increased, additional, accelerated or guaranteed
rights or entitlements under, any provision of (i) the Articles of Incorporation
or Bylaws of Parent, (ii) any Contract to which Parent is a party or any of
its
properties or assets is subject or (iii) subject to the governmental filings
and
other matters referred to in the following sentence, any (A) statute, law,
ordinance, rule or regulation or (B) judgment, order or decree, in each case,
applicable to Parent or its properties or assets, other than, in the case of
clauses (ii) and (iii), any such conflicts, violations, breaches, defaults,
rights, losses, Liens or entitlements that individually or in the aggregate
would not reasonably be expected to impair in any material respect the ability
of Parent to perform its obligations under this Agreement or prevent or
materially impede, interfere with, hinder or delay the consummation of any
of
the transactions contemplated by this Agreement. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Entity is required by or with respect to Parent in
connection with the execution and delivery of this Agreement by Parent, the
consummation by Parent of the transactions contemplated by this Agreement or
the
compliance by Parent with the provisions of this Agreement, except for (1)
filings under the HSR Act and any other applicable competition, merger control,
antitrust or similar law, (2) filings with the SEC of such reports under the
1934 Act as may be required in connection with this Agreement and the
transactions contemplated hereby and (3) such other consents, approvals, orders,
authorizations, registrations, declarations and filings the failure of which
to
be obtained or made individually or in the aggregate could not reasonably be
expected to impair in any material respect the ability of Parent to perform
its
obligations under this Agreement or prevent or materially impede, interfere
with, hinder or delay the consummation of any of the transactions contemplated
by this Agreement.
3. Covenants
of each Stockholder. Each Stockholder, severally and not jointly,
agrees as follows:
(a) At
any meeting of the stockholders of the Company called to vote upon the Merger
Agreement, the Merger or any of the other transactions contemplated by the
Merger Agreement, or at any adjournment thereof, or in any other circumstances
upon which a vote, consent, adoption or other approval (including by written
consent solicitation) with respect to the Merger Agreement, the Merger or any
of
the other transactions contemplated by the Merger Agreement is sought, such
Stockholder shall vote (or cause to be voted) all the Subject Shares of such
Stockholder (owned of record or beneficially) entitled to vote thereon in favor
of, and shall consent to (or cause to be consented to), (i) the adoption of
the
Merger Agreement and the approval of, the Merger and each of the other
transactions contemplated by the Merger Agreement and (ii) any other matter
intended to facilitate the consummation of the transactions contemplated by
the
Merger Agreement.
(b) At
any meeting of the stockholders of the Company or at any adjournment thereof
or
in any other circumstances upon which a vote, consent, adoption or other
approval (including by written consent solicitation) is sought, such Stockholder
shall vote (or cause to be voted) all the Subject Shares of such Stockholder
(owned of record or beneficially) against, and shall not consent to (and shall
cause not to be consented to), any of the following (or any agreement to enter
into, effect, facilitate or support any of the following): (i) any merger
agreement, merger or other Acquisition Proposal (other than the Merger Agreement
and the Merger), or (ii) any amendment of the Company’s Articles of
Incorporation or Bylaws or other proposal, action or transaction involving
the
Company or any of its Subsidiaries or any of its stockholders, which amendment
or other proposal, action or transaction could reasonably be expected to prevent
or impede or delay the consummation of the Merger or the other transactions
contemplated by the Merger Agreement or the consummation of the transactions
contemplated by this Agreement or to dilute in any material respect the benefits
to Parent of the Merger and the other transactions contemplated by the Merger
Agreement or the transactions contemplated by this Agreement, or change in
any
manner the voting rights of the Company Common Stock (collectively,
“Frustrating Transactions”) or that would otherwise facilitate a
Frustrating Transaction.
(c) Such
Stockholder shall not (i) transfer, pledge, assign, tender or otherwise dispose
of (including by gift) (collectively, “Transfer”), or consent to or
permit any Transfer of, any Subject Shares or any interest therein, or enter
into any Contract, option or other arrangement with respect to the Transfer
(including any profit sharing or other derivative arrangement) of any Subject
Shares or any interest therein, to any Person other than pursuant to this
Agreement or the Merger Agreement, unless prior to any such Transfer the
transferee of such Subject Shares enters into a Stockholder agreement with
Parent on terms substantially identical to the terms of this Agreement or (ii)
enter into any voting arrangement, whether by proxy, voting agreement or
otherwise, in connection with, directly or indirectly, any Acquisition Proposal
or Frustrating Transaction with respect to any Subject Shares, other than
pursuant to this Agreement. Nothing contained herein will be deemed
to restrict the ability of any Stockholder to exercise any Company Stock Options
in a “net exercise” or “cashless exercise” manner to the extent otherwise
permitted under the terms of such Company Stock Option or the plans under which
they were granted.
(d) Subject
to Section 11, such Stockholder shall not, and shall cause any of its
Stockholder Representatives (as defined below) not to, directly or indirectly,
(i) solicit, initiate or take any action to facilitate or encourage the
submission of any Acquisition Proposal, (ii) enter into or participate in any
discussions or negotiations with, furnish any information relating to the
Company or any of its Subsidiaries to, otherwise cooperate in any way with,
or
knowingly assist, participate in, facilitate or encourage any effort by any
Third Party that is seeking to make, or has made, an Acquisition Proposal,
(iii)
enter into any agreement in principle, letter of intent, term sheet, merger
agreement, acquisition agreement, option agreement, joint venture agreement,
partnership agreement or other similar instrument constituting or relating
to an
Acquisition Proposal. Without limiting the foregoing, it is agreed
that any violation of the restrictions on such Stockholder set forth in the
preceding sentence by a Stockholder Representative shall be a breach of this
Section by such Stockholder. Upon execution of this Agreement, such
Stockholder shall, and it shall cause any of its Stockholder Representatives
to,
immediately cease any and all existing activities, discussions or negotiations
with any parties conducted heretofore with respect to any of the
foregoing. To the same extent required by the Company pursuant to,
and subject to the same conditions contained in, the Merger Agreement, such
Stockholder shall notify Parent promptly (but in no event later than 24 hours)
after receipt by such Stockholder in his, her or its capacity as such (or its
Stockholder Representative) of any Acquisition Proposal, any indication that
a
Third Party is reasonably likely to make an Acquisition Proposal to such
Stockholder in his, her or its capacity as such or of any request for
information to such Stockholder in his, her or its capacity as such relating
such Stockholders Subject Shares by any Third Party that is reasonably likely
to
make or has made an Acquisition Proposal to such Stockholder in his, her or
its
capacity as such, which notice shall be provided orally and in writing and
shall
identify the Third Party making, and the terms and conditions of, any such
Acquisition Proposal, indication or request.
(e) Such
Stockholder shall not and shall not permit any of its Stockholder
Representatives to, directly or indirectly, issue any press release or make
any
other public statement with respect to the Merger Agreement, this Agreement,
the
Merger or any of the other transactions contemplated by the Merger Agreement
or
any of the transactions contemplated by this Agreement without the prior written
consent of Parent, except as may be required by applicable law. As
used herein, the term “Stockholder Representative” means (i) for any individual
Stockholder, any investment banker, attorney, accountant, consultant and any
other agent, advisor or representative of such Stockholder and (ii) for any
Stockholder that is not a natural person, any of such Stockholder’s Subsidiaries
or any of its or their officers, directors, employees, investment bankers,
attorneys, accountants, consultants and other agents, advisors, or other
representatives.
(f) Such
Stockholder agrees not to exercise or assert, any dissenters’ or similar rights
under Section 262 of the Delaware Law or other applicable law in connection
with
the Merger.
(g) Such
Stockholder shall use all reasonable efforts to take, or cause to be taken,
all
actions, and to do, or cause to be done, and to assist and cooperate with Parent
in doing, all things necessary, proper or advisable to consummate and make
effective, in the most expeditious manner practicable, the Merger.
4. Grant
of
Irrevocable Proxy; Appointment of Proxy.
(a) Each
Stockholder hereby irrevocably grants to, and appoints, Parent and its designees
in their respective capacities as officers or authorized representatives of
Parent, and any individual who shall hereafter succeed to any such office of
Parent, and each of them individually, and any individual designated in writing
by any of them as such Stockholder’s proxy and attorney-in-fact (with full power
of substitution), for and in the name, place and stead of such Stockholder,
to
vote all of such Stockholder’s Subject Shares (owned of record or beneficially),
or grant a consent or approval in respect of such Subject Shares, (i) in favor
of the adoption of the Merger Agreement and the approval of the Merger and
each
of the other transactions contemplated by the Merger Agreement, (ii) against
any
Acquisition Proposal or any Frustrating Transaction and (iii) otherwise in
accordance with Section 3 of this Agreement. The proxy granted
in this Section 4 shall expire upon the termination of this
Agreement. Such Stockholder understands and acknowledges that Parent
is entering into the Merger Agreement in reliance upon the Stockholder’s
execution and delivery of this Agreement.
(b) Such
Stockholder represents that any proxies heretofore given in respect of such
Stockholder’s Subject Shares are not irrevocable, and that all such proxies are
hereby revoked.
(c) Such
Stockholder hereby affirms that the irrevocable proxy set forth in this
Section 4 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance
of
the duties of the Stockholder under this Agreement. Such Stockholder
hereby further affirms that the irrevocable proxy is coupled with an interest
and may under no circumstances be revoked. Such Stockholder hereby
ratifies and confirms all that such irrevocable proxy may lawfully do or cause
to be done by virtue hereof. Such irrevocable proxy is executed and
intended to be irrevocable in accordance with the provisions of Section 212
of
the Delaware Law.
5. Further
Assurances. Such Stockholder shall use its reasonable best
efforts to take, or cause to be taken, all actions, and to do, or cause to
be
done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to consummate and make effective the transactions
contemplated by this Agreement and the Merger Agreement. No Stockholder shall
commit or agree to take any action that would in any way limit the ability
of
such Stockholder to perform its obligations under this Agreement. Without
limiting the generality of the foregoing, each Stockholder shall, from time
to
time, execute and deliver, or cause to be executed and delivered, such
additional or further consents, documents and other instruments as Parent may
request for the purpose of effectuating the matters covered by this Agreement,
including the grant of the proxies set forth in Section 4.
6. Additional
Matters. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Stockholder’s Subject Shares and
shall be binding upon any Person to which legal or beneficial ownership of
such
Subject Shares shall pass, whether by operation of law or otherwise, including
such Stockholder’s heirs, guardians, administrators, or permitted successors or
assigns, and each Stockholder further agrees to take all actions necessary
to
effectuate the foregoing. In the event of any stock split, stock dividend,
reclassification, merger, reorganization, recapitalization or other change
in
the capital structure of the Company affecting the capital stock of the Company,
the number of Subject Shares listed on Schedule A hereto
opposite the name of each Stockholder shall be adjusted
appropriately.
7. Assignment. Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise, by either a Stockholder or Parent without the prior written consent
of the other of such parties. Any purported assignment in violation
of this Section 7 shall be void. Subject to the preceding
sentences of this Section 7, this Agreement shall be binding upon, inure
to the benefit of and be enforceable by, the parties hereto and their respective
permitted successors and assigns.
8. Termination. This
Agreement shall terminate upon the earlier of (i) the Effective Time, (ii)
the
termination of the Merger Agreement in accordance with its terms, or (iii)
at
the option of any Stockholder, the execution or granting of any amendment,
modification, change or waiver with respect to the Merger Agreement subsequent
to the date of this Agreement that results in any decrease in the price to
be
paid per share for the shares of Company Common Stock. Nothing in
this Section 8 shall relieve or otherwise limit the liability of any
party for breach of this Agreement.
9. General
Provisions.
(a) Amendments. This
Agreement is between each Stockholder and Parent severally and not jointly
and
may not be amended except by an instrument in writing signed by Parent and
such
amending Stockholder. Any such amendment shall be effective only as
to Parent and such amending Stockholder.
(b) Notice. All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed given if delivered personally, telecopied
(with confirmation) or sent by overnight or same-day courier (providing proof
of
delivery) to Parent in accordance with Section 11.01 of the Merger Agreement
and
to the Stockholders at their respective addresses set forth on Schedule A hereto
(or at such other address for a party as shall be specified by like
notice).
(c) Interpretation. When
a reference is made in this Agreement to a Section or a Schedule, such reference
shall be to a Section of, or a Schedule to, this Agreement unless otherwise
indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation
of
this Agreement. Whenever the words “include,” “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by
the words “without limitation.” The words “hereof,” “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement. The term “or” is not exclusive. The definitions
contained in this Agreement are applicable to the singular as well as the plural
forms of such terms. Any agreement or instrument defined or referred
to herein or in any agreement or instrument that is referred to herein means
such agreement or instrument as from time to time amended, modified or
supplemented. References to a Person are also to its permitted
successors and assigns.
(d) Counterparts;
Effectiveness. This Agreement may be executed in one or more
counterparts (including by facsimile), all of which shall be considered one
and
the same agreement. This Agreement shall become effective by a
Stockholder against Parent when one or more counterparts have been signed by
Parent and delivered to such Stockholder. This Agreement shall become
effective against any Stockholder when one or more counterparts have been
executed by such Stockholder and delivered to Parent. Each party need
not sign the same counterpart. The effectiveness of this Agreement
shall be conditioned upon the execution and delivery of the Merger Agreement
by
each of the parties thereto.
(e) Entire
Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i) constitutes
the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties hereto with respect to the subject matter
of
this Agreement and (ii) is not intended to confer upon any Person other than
the
parties hereto (and the persons specified as proxies in Section 4) any
rights or remedies.
(f) Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY
PRINCIPLES OF CONFLICTS OF LAWS OF SUCH STATE.
(g) Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other conditions
and
provisions of this Agreement shall nevertheless remain in full force and
effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted
by
applicable law in an acceptable manner and to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
(h) Voidability. If
prior to the execution hereof, the Board of Directors of the Company shall
not
have duly and validly authorized and approved by all necessary corporate action,
this Agreement, the Merger Agreement and the transactions contemplated hereby
and thereby, so that by the execution and delivery hereof Parent or Merger
Sub
would become, or could reasonably be expected to become an “interested
Stockholder” with whom the Company would be prevented for any period pursuant to
Section 203 of the DGCL from engaging in any “business combination” (as such
terms are defined in Section 203 of the Delaware Law), then this Agreement
shall
be void and unenforceable until such time as such authorization and approval
shall have been duly and validly obtained.
10. Enforcement. The
parties agree 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 were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in any court of the United States located in the State of
New
York or in any New York state court, this being in addition to any other remedy
to which they are entitled at law or in equity. In addition, each of
the parties hereto (a) consents to submit itself to the personal jurisdiction
of
any court of the United States located in the State of New York or of any New
York state court in the event any dispute arises out of this Agreement or the
transactions contemplated by this Agreement, (b) agrees that it will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, and (c) agrees that it will not bring any action
relating to this Agreement or the transactions contemplated by this Agreement
in
any court other than a court of the United States located in the State of new
York or a New York state court.
11. Stockholder
Capacity. No Person executing this Agreement who is or becomes
during the term hereof a director or officer of the Company makes any agreement
or understanding herein in his or her capacity as such director or
officer. Each Stockholder signs solely in his or her capacity as the
record holder and beneficial owner of, or the trustee of a trust whose
beneficiaries are the beneficial owners of, such Stockholder’s Subject Shares
and nothing herein shall limit or affect any actions taken by a Stockholder,
or
partner or an employee or agent of a Stockholder, in his or her capacity as
an
officer or director of the Company from taking any action or failing to take
any
action in such capacity.
12. Stockholder
Obligations Several and Not Joint. The obligations of each
Stockholder hereunder shall be several and not joint and no Stockholder shall
be
liable for any breach of the terms of this Agreement by any other
Stockholder.
IN
WITNESS
WHEREOF, Parent has caused this Agreement to be signed by its officer
thereunto duly authorized and each Stockholder has signed this Agreement, all
as
of the date first written above.
|
|
ENERGIZER
HOLDINGS, INC.
|
By:_______________________________________
|
|
Name:
Xxxxxx
X. Xxxxxxxxxx
Title:
Executive Vice President and Chief Financial
Officer
|
|
|
|
Schedule
A
|
Name
and
Address
of
Stockholder
|
Number
of
Subject Shares
Owned
of
Record or Beneficially
|
|
Xxxx
X.
XxXxx
[Address]
|
|
|
Xxxxxxx
X.
Xxxx
[Address]
|
|
|
Xxxxxxx
X.
Xxxxxxxx
[Address]
|
|
|
Xxxxxx
X.
Xxxxxx
[Address]
|
|
|
R.
Xxxxxxx
Xxxxxx
[Address]
|
|
|
C.
Xxx
Xxxxxxxxxx
[Address]
|
|
|
Xxxxx
X.
Xxxxxxxxxx
[Address]
|
|
|
Xxxxxxx
X.
Xxxxx
[Address]
|
|
|
Xxxx
Xxxxx
[Address]
|
|
|
Xxxxx
X.
Xxxxxx
[Address]
|
|
|
Xxxxx
X.
Xxxx
[Address]
|
|
|
Xxxx
X.
Xxxxxx
[Address]
|
|
|
Xxxxxx
X.
Xxxxxxx
[Address]
|
|
|
Charlesbank
Equity Fund II, Limited Partnership
[Address]
|
