VOTING AGREEMENT
VOTING AGREEMENT, dated as of December 3, 1998 (this "Agreement"), by
and among Automatic Data Processing, Inc., a Delaware corporation ("ADP"), and
the Persons listed on Schedule 1 hereto (each, a "Shareholder" and,
collectively, the "Shareholders").
WHEREAS, The Vincam Group, Inc., a Florida corporation (the "Company"),
and ADP propose to enter into an Agreement and Plan of Merger, dated as of the
date hereof (the "Merger Agreement"), which provides for, among other things,
the merger of a wholly owned subsidiary of ADP with and into the Company (the
"Merger");
WHEREAS, as of the date hereof, the Shareholders are holders of record
or Beneficially Own (as defined herein) shares of common stock, par value $.001
per share ("Company Common Stock"), of the Company; and
WHEREAS, as a condition to the willingness of ADP to enter into the
Merger Agreement, ADP has required that each Shareholder agree, and in order to
induce ADP to enter into the Merger Agreement, each Shareholder has agreed, to
enter into this Agreement with respect to all of the shares of Company Common
Stock now held of record or Beneficially Owned and which may hereafter be
acquired by such Shareholder (collectively, the "Shares").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1 General. Capitalized terms used and not defined herein have
the respective meanings ascribed to them in the Merger Agreement.
Section 1.2 Beneficial Ownership. For purposes of this Agreement,
"Beneficially Own" or "Beneficial Ownership" with respect to any securities
shall mean "beneficial ownership" of such securities (as determined pursuant to
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including pursuant to any agreement, arrangement or understanding,
whether or not in writing. Without duplicative counting of the same securities
by the same holder, securities Beneficially Owned by a Shareholder shall include
securities Beneficially Owned by all other Persons (as defined in the Merger
Agreement) with whom such
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Person would constitute a "group" within the meaning of Section 13(d) of the
Exchange Act other than parties to this Agreement.
ARTICLE II
Section 2.1 Voting Agreement. Each of the Shareholders hereby
irrevocably and unconditionally agrees that during the term of this Agreement as
specified in Section 5.1, at any meeting of the shareholders of the Company,
however called, and in any action by consent of the shareholders of the Company,
each of the Shareholders shall vote (or cause to be voted) the Shares held of
record (to the extent such Person also has the right to vote such Shares) or
Beneficially Owned (to the extent such Person also has the right to vote such
Shares) by such Shareholder in favor of the Merger, the Merger Agreement (as
amended from time to time) and the transactions contemplated by the Merger
Agreement. Each of the Shareholders acknowledges receipt and review of a copy of
the Merger Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
Each of the Shareholders hereby represents and warrants, severally and
not jointly, to ADP as follows:
Section 3.1 Authority Relative to This Agreement. Such Shareholder has
all necessary power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. Where such Shareholder is a corporation, partnership or
other entity, the execution and delivery of this Agreement by such Shareholder
and the consummation by such Shareholder of the transactions contemplated hereby
have been duly and validly authorized by the board of directors or other
governing body of such Shareholder, and no other proceedings on the part of such
Shareholder are necessary to authorize this Agreement or to consummate such
transactions. This Agreement has been duly and validly executed and delivered by
such Shareholder and, assuming the due authorization, execution and delivery by
the other parties hereto, constitutes a legal, valid and binding obligation of
such Shareholder, enforceable against such Shareholder in accordance with its
terms, except to the extent enforceability may be limited by bankruptcy,
insolvency, moratorium or other laws affecting creditors' rights generally or by
general principles governing the availability of equitable remedies.
Section 3.2 No Conflict. (a) The execution and delivery of this
Agreement by such Shareholder does not, and the performance of this Agreement by
such Shareholder shall not, (i) where such Shareholder is a corporation,
partnership or
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other entity, conflict with or violate the organizational documents of such
Shareholder, (ii) conflict with or violate any agreement, arrangement, law,
rule, regulation, order, judgment or decree to which such Shareholder is a party
or by which such Shareholder (or the Shares held of record or Beneficially Owned
by such Shareholder) is bound or affected or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse or time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or encumbrance on any of the Shares held of record or Beneficially Owned by such
Shareholder pursuant to any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which such Shareholder is a party or by which such Shareholder (or the Shares
held of record or Beneficially Owned by such Shareholder) is bound or affected,
except, in the case of clauses (ii) and (iii) of this Section 3.2, for any such
conflicts, violations, breaches, defaults or other occurrences which would not
prevent or delay the performance by such Shareholder of its obligations under
this Agreement.
(b) The execution and delivery of this Agreement by such
Shareholder does not, and the performance of this Agreement by such Shareholder
shall not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental entity except for applicable
requirements, if any, of the Exchange Act, and except where the failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or delay the performance by such
Shareholder of its obligations under this Agreement.
Section 3.3 Title to the Shares. As of the date hereof, such
Shareholder is the record or Beneficial Owner of the Shares listed opposite the
name of such Shareholder on Schedule 1 hereto. The Shares listed opposite the
name of such Shareholder on Schedule 1 hereto are all the securities of the
Company either held of record or Beneficially Owned by such Shareholder. Such
Shareholder has not appointed or granted any proxy, which appointment or grant
is still effective, with respect to the Shares held of record or Beneficially
Owned by such Shareholder. Each Shareholder has the right to vote or cause to be
voted each of the Shares listed opposite the name of such Shareholder on
Schedule 1 hereto and the Shares listed opposite the name of such Shareholder on
Schedule 1 hereto are owned free and clear of all security interests, liens,
claims, pledges, options, rights of first refusal, agreements, limitations on
such Shareholder's voting rights, charges and other encumbrances of any nature
whatsoever.
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ARTICLE IV
COVENANTS OF THE STOCKHOLDER
Section 4.1 No Inconsistent Agreement or Action. Each of the
Shareholders hereby covenants and agrees that, except as contemplated by this
Agreement, and the Merger Agreement, such Shareholder shall not, or permit any
Person under such Shareholder's control to, enter into any voting agreement or
grant a proxy or power of attorney with respect to the Shares held of record or
Beneficially Owned by such Shareholder or form any "group" for purposes of the
Exchange Act or the rules promulgated thereunder, in each such case, which is
inconsistent with this Agreement. Except as set forth in the Merger Agreement,
no Shareholder shall (i) solicit, initiate, encourage (including by way of
furnishing information or assistance) or take any other action to facilitate,
any inquiry or the making of any proposal which constitutes, or may reasonably
be expected to lead to, any Transaction Proposals (as defined in the Merger
Agreement) or agree to or endorse any Transac tion Proposal or (ii) propose,
enter into or participate in any discussions or negotiations regarding any of
the foregoing, or furnish to any other Person any information with respect to
its business, properties or assets or any of the foregoing, or otherwise
cooperate in any way with, or assist or participate in, facilitate or encourage,
any effort or attempt by any other Person to do or seek any of the forego ing
Section 4.2 Transfer of Title. Each of the Shareholders hereby
covenants and agrees that such Shareholder shall not (i) tender any Shares, (ii)
sell, assign or transfer record or Beneficial Ownership of any of the Shares, or
(iii) further pledge, hypothecate or otherwise dispose of any Shares; provided,
that a Shareholder may transfer record ownership of any of the Shares so long as
such Shareholder maintains Beneficial Ownership of such Shares (including,
without limitation, the unfettered right to vote such Shares in the manner set
forth in Section 2.1). Notwithstanding anything to the contrary contained
herein, Xxxxxxx X. Xxxxxx, or Xxxxxx Family Limited Partnership and Xxxxxxxx
Xxxxxx may each sell and transfer record and Beneficial Ownership of a number of
Shares such that immediately after giving effect to such sale and transfer each
of Xxxxxxx X. Xxxxxx and Xxxxxxxx Xxxxxx shall maintain Beneficial Ownership of
at least 784,766 shares of Company Common Stock.
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ARTICLE V
MISCELLANEOUS
Section 5.1 Termination. This Agreement shall be effective as of the
date of this Agreement and shall terminate upon the earlier to occur of (i) the
closing of the transactions contemplated by the Merger Agreement and (ii) the
date the Merger Agreement is terminated in accordance with its terms.
Section 5.2 Additional Shares. If, after the date hereof, a Shareholder
acquires the right to vote any additional shares of Company Common Stock (any
such shares shall be referred to herein as "Additional Shares"), including,
without limitation, upon exercise of any option, warrant or right to acquire
shares of Company Common Stock or through any stock dividend or stock split, the
provisions of this Agreement applicable to the Shares shall be applicable to
such Additional Shares as if such Additional Shares had been Shares as of the
date hereof. The provisions of the immediately preceding sentence shall be
effective with respect to Additional Shares without action by any Person
immediately upon the acquisition by a Shareholder of record or Beneficial
Ownership of such Additional Shares.
Section 5.3 S-3. Prior to the closing of the transactions contemplated
by the Merger Agreement, ADP shall enter into a registration rights agreement
with the Shareholders (which registration rights agreement will provide that the
Company will pay the applicable SEC registration fee for the registration
statement contemplated by such agreement) and, as contemplated thereby, agrees
to file promptly after the Registration Statement (as defined in the Merger
Agreement) is declared effective and use its reasonable commercial efforts to
have declared effective by the SEC on or prior to Effective Time a registration
statement on Form S-3 (the "Form S-3") covering the shares of ADP Common Stock
to be received by the Shareholders in the Merger in exchange for their Shares
and use its reasonable commercial efforts to maintain the effectiveness of such
registration statement until the earlier of (x) the date all such shares are
disposed of and (y) one year from the date of effectiveness.
Section 5.4 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 5.5 Entire Agreement. This Agreement constitutes the entire
agreement between ADP and the Shareholders with respect to the subject matter
hereof and supersedes all prior agreements and understandings, both written and
oral, between ADP and the Shareholders with respect to the subject matter
hereof.
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Section 5.6 Amendment. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
Section 5.7 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereby 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 a mutually acceptable manner in order that the terms of this Agreement remain
as originally contemplated.
Section 5.8 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such state, except to the
extent that the laws of the State of Florida mandatorily apply.
Section 5.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the Shareholders and ADP have caused this
Agreement to be duly executed on the date hereof.
AUTOMATIC DATA PROCESSING, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
/s/ Xxxxxx X. Xxxxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxxxx
XXXXXXXXXX FAMILY LIMITED PARTNERSHIP
By: Xxxxxxxxxx Heritage Investments, Inc.,
the General Partner of Xxxxxxxxxx Family
Limited Partnership
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: President
/s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxxx
----------------------
Xxxxxxxx X. Xxxxxx
GATSAS FAMILY LIMITED PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Member
SCHEDULE 1
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Name of Shareholder Number of Shares
------------------- ----------------
Xxxxxx X. Xxxxxxxxxx 1,194,328
Xxxxxxxxxx Family Limited Partnership 1,437,075
Xxxx X. Xxxxxxx 2,653,503
Xxxxxxx X. Xxxxxx 81,900
Gatsas Family Limited Partnership 818,100
Xxxxxxxx X. Xxxxxx 900,000
