Exhibit 15
LOCK UP AGREEMENT
February 13, 2001
The Xxxxxx Biomechanics Group, Inc.
000 Xxxxxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000
Xxxxxx Partners, LLC
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Re: Lock Up Agreement
Gentlemen:
The undersigned, a holder of common stock, par value $.02 per share
("Common Stock"), or rights to acquire Common Stock or securities convertible
into Common Stock of The Xxxxxx Biomechanics Group, Inc. (the "Company"),
understands that pursuant to a Tender Offer Agreement, dated as of December 28,
2000 (the "Tender Offer Agreement"), among the Company, OrthoStrategies, Inc.,
and OrthoStrategies Acquisition Corp. ("Purchaser"), Xxxxxx Partners, LLC
("Xxxxxx Partners") and other assignees of the Purchaser will purchase up to 75%
of the issued and outstanding shares of Common Stock of the Company (the "Target
Stock").
As used herein, "Locked Up Stock" shall mean the shares of Common Stock
received by the undersigned upon exercise of any options granted to the
undersigned by the Company, including the 30,000 options being granted to the
undersigned on or about the date hereof having a strike price of $1.525 per
share and vesting immediately (such 30,000 options are referred to herein as the
"Options") and any shares of Common Stock purchased by the undersigned from the
Company pursuant to a "restricted stock award" granted under any stock incentive
plan adopted by the Company from time to time.
In order to induce Xxxxxx Partners to proceed with its purchase of a
portion of the Target Stock, the undersigned irrevocably agrees that the
undersigned will not, without the prior written consent of, first, the board of
directors of the Company and, second, assuming such consent has been obtained,
the written consent of Xxxxxx Partners, directly or indirectly, make any offer,
sale, assignment, transfer, pledge, hypothecation or other encumbrance, contract
to sell, grant of an option to purchase or other disposition of or enter into
any transaction or device designed to, or which could reasonably be expected to
result in the disposition by any person at any time in the future of any Locked
Up Stock until the third anniversary of the date of this Lock Up Agreement.
The undersigned understands that any certificates issued to the
undersigned
-1-
The Xxxxxx Biomechanics Group, Inc.
Xxxxxx Partners, LLC
February 13, 2001
Page 2
representing shares of Common Stock will bear a legend referencing the foregoing
restrictions.
If at any time prior to the third anniversary of the date hereof the
undersigned should no longer be an officer, director, or employee of the Company
for any reason, other than due to the death or permanent disability of the
undersigned, (i) all unexercised Options shall immediately terminate and shall
no longer be exercisable and (ii) the undersigned shall offer to sell to the
Company, at a price per share of $1.525, all shares of Common Stock purchased
upon exercise of the Options ("Purchased Stock") as follows:
With respect to a termination prior to the first
anniversary of the date hereof: 100% of the Purchased Stock
With respect to a termination after the first
anniversary of the date hereof and prior to
the second anniversary of the date hereof: 66.67% of the Purchased Stock
With respect to a termination after the second
anniversary of the date hereof and prior
to the third anniversary of the date hereof: 33.33% of the Purchased Stock
The Company shall have 10 calendar days in which to determine whether to
purchase such Purchased Stock. If the Company does not elect to purchase such
Purchased Stock and if each of the compensation committee of the board of
directors of the Company and Xxxxxx Partners has consented as set forth above,
the undersigned may sell the Purchased Stock to a third party. If, for any
reason, either of the compensation committee of the board of directors of the
Company or Xxxxxx Partners declines to grant such consent to the undersigned,
the Purchased Stock and all other Locked Up Stock shall remain subject to all of
the restrictions of this Lock Up Agreement notwithstanding the fact that the
undersigned may no longer be an officer, director, or employee of the Company.
Upon the consummation of any sale of shares of Common Stock by Xxxxxx
Partners (other than any such sale or other disposition to any charity, trust or
foundation, and other than any such sale or other disposition in connection with
the estate planning purposes for Xxxxxx X. Xxxxxxx, including, but not limited
to, transfers to family members or trusts for the benefit of family members),
Xxxxxx Partners shall provide written notice (the "Kanders Notice") to the
undersigned of such sale and the percentage represented by the number of shares
of Common Stock sold by Xxxxxx Partners in such sale as compared to the total
number of shares of Common Stock owned by Xxxxxx Partners immediately prior to
such sale (the "Kanders Percentage"). Notwithstanding anything else contained
herein, if, within 14 days after the date of the Kanders Notice the undersigned
notifies Xxxxxx Partners of his intention to sell up to percentage of shares of
Common
-2-
The Xxxxxx Biomechanics Group, Inc.
Xxxxxx Partners, LLC
February 13, 2001
Page 3
Stock equal to the Kanders Percentage, which notice shall specify the exact
number of shares to be sold (the "Sale Notice"), the undersigned shall sell the
number of shares specified in the Sale Notice within the 180 days after the date
of the notice from Xxxxxx Partners
This Lock Up Agreement shall terminate in its entirety upon the death or
permanent disability of the undersigned.
The undersigned confirms that he understands that Xxxxxx Partners and the
Company will rely upon the representations set forth in this Agreement in
proceeding with the purchase of the Target Stock. This Lock Up Agreement shall
be binding on the undersigned and his respective successors, heirs, personal
representatives and assigns.
Very truly yours,
/s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
-3-
