Exhibit 99.1
VOTING AGREEMENT
This VOTING AGREEMENT (the "Agreement"), dated as of this 20th day of June,
2007, is entered into by and among Luxottica Group S.p.A., a company organized
under the laws of the Republic of Italy ("Parent"), Xxxxx Acquisition Corp., a
Washington corporation (together with its successors or assigns, "Purchaser"),
and Xxx Xxxxxxx (the "Shareholder").
WITNESSETH:
WHEREAS, Purchaser, Parent and Oakley, Inc., a Washington corporation (the
"Company"), have entered into an Agreement and Plan of Merger of even date
herewith (as the same may be amended from time to time, the "Merger Agreement"),
pursuant to which Purchaser shall be merged (the "Merger") with and into the
Company, with the Company being the surviving corporation of the Merger, upon
the terms and subject to the conditions set forth therein;
WHEREAS, as of the date hereof, the Shareholder is the record and
Beneficial Owner of the number of shares of common stock, par value $0.01 per
share, of the Company (the "Company Common Stock") set forth on Schedule I
attached hereto (the "Shares"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent and Purchaser required that the Shareholder agree, and the
Shareholder is willing to agree, to the matters set forth herein, subject to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereto agree as follows:
1. Definitions. Capitalized terms not expressly defined in this Agreement
shall have the meanings ascribed to them in the Merger Agreement. For purposes
of this Agreement:
(a) "Affiliate" of any Person means another Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such first Person; provided that the
Company shall not be considered an Affiliate of the Shareholder.
(b) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having voting power with respect to such securities
(as determined pursuant to Rule 13d-3(a)(1) 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.
(c) "Person" shall mean an individual, corporation, limited liability
company, partnership, joint venture, association, trust, unincorporated
organization or other entity.
2. Voting Agreement. From the date of this Agreement and ending on the
earliest of (i) the date the Merger Agreement is terminated in accordance with
its terms, (ii) the first date immediately following the date on which the
Company's shareholders have adopted the Merger
Agreement, (iii) the date on which the Merger Agreement is amended, or any
provision thereof is waived, in either case in a manner that reduces the
consideration payable to the Shareholder or is materially adverse to the
Shareholder, provided, that Shareholder shall notify Parent of his determination
that the Termination Date has occurred under this clause (iii), within three
business days after he first receives written notice hereunder of the execution
of any such modification or waiver, setting forth, in reasonable detail, the
basis for his determination, (iv) the date on which Purchaser or Parent is in
material violation of the terms of this Agreement, (v) the date on which the
Board of Directors of the Company has modified or withdrawn the Company Board
Recommendation pursuant to Section 5.07(c) or Section 5.07(e) of the Merger
Agreement and (vi) the Final Termination Date (as defined in the Merger
Agreement) (the earliest of such dates, the "Termination Date"), the Shareholder
hereby agrees to vote (or cause to be voted) all of the Shares (and any and all
securities issued or issuable in respect thereof) which such Shareholder is
entitled to vote (or to provide his written consent thereto), at any annual,
special or other meeting of the shareholders of the Company, and at any
adjournment or adjournments or postponements thereof, or pursuant to any consent
in lieu of a meeting or otherwise:
(a) in favor of the Merger and the approval and adoption of the Merger
Agreement; and
(b) except for all such actions that the Company or its Board of
Directors is permitted to take under the Merger Agreement, against (i) an
Acquisition Proposal, other than the Merger, (ii) any action or agreement
(including, without limitation, any amendment of any agreement) that would
result in any condition to the consummation of the Merger set forth in the
Merger Agreement not being capable of being fulfilled, (iii) any action
that would result in a change in those persons constituting a majority of
the Board of Directors of the Company, other than in connection with an
annual meeting of the shareholders of the Company with respect to the slate
of directors proposed by the incumbent Board of Directors of the Company
(in which case he agrees to vote for the slate proposed by the incumbent
Board) or (iv) any action that would materially impede, interfere with,
delay, postpone or adversely affect in any material respect the Merger and
the transactions contemplated by the Merger Agreement.
Except as expressly set forth in this Agreement, the Shareholder may vote his
Shares in his discretion on all matters submitted for the vote or consent of
shareholders of the Company.
3. Covenants, Representations and Warranties of the Shareholder, Parent and
Purchaser.
(a) The Shareholder hereby represents, warrants and covenants to
Parent and Purchaser as follows:
(i) Ownership. As of the date of this Agreement, except as
otherwise set forth in Part A of Schedule 1, the Shareholder is the
record and Beneficial Owner of the number of issued and outstanding
Shares set forth on Part A of Schedule I hereto and the stock options
set forth on Part B of Schedule I hereto. As of the date of this
Agreement, the Shares set forth on Part A of Schedule I hereto
constitute all of the issued and outstanding Shares owned of record or
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Beneficially Owned by the Shareholder. The Shareholder has the sole
power to agree to all of the matters set forth in this Agreement, in
each case with respect to all of the Shares set forth on Part A of
Schedule I hereto, with no material limitations, qualifications or
restrictions on such rights (including community property rights or
interests of other Persons), subject to applicable securities laws and
the terms of this Agreement.
(ii) Power; Binding Agreement. The Shareholder has the legal
capacity, power and authority to enter into and perform all of the
Shareholder's obligations under this Agreement. This Agreement has
been duly and validly executed and delivered by the Shareholder and,
assuming due and valid execution and delivery of Parent and Purchaser,
constitutes a valid and binding agreement of the Shareholder,
enforceable against the Shareholder in accordance with its terms
(except as such enforceability may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating
to or affecting creditors' rights generally and by general equitable
principles (regardless of whether enforceability is considered in a
proceeding in law or at equity) and except that the remedy of specific
performance and other forms of equitable relief are subject to the
discretion of the government entity before which any enforcement
proceeding therefor may be brought). Except as may otherwise be set
forth in Part A to Schedule I, there is no beneficiary or holder of a
voting trust certificate or other interest of any trust of which the
Shareholder is trustee whose consent is required for the execution and
delivery of this Agreement or the performance by the Shareholder of
his obligations hereunder.
(iii) No Conflicts. As of the date of this Agreement, except as
may otherwise be set forth in Part A to Schedule I, the Shareholder is
not a party to any voting agreement with respect to the Shares or any
other agreement that would materially restrict the Shareholder's
ability to perform his obligations hereunder. As of the date of this
Agreement, except for filings under the Exchange Act, if applicable,
to the knowledge of the Shareholder, no filing with, and no permit,
authorization, consent or approval of, any state or Federal public
body or authority is necessary for the execution of this Agreement by
the Shareholder and the performance by the Shareholder of his
obligations hereunder, except where the failure to obtain such
consent, permit, authorization, approval or filing would not
materially interfere with the Shareholder's ability to perform his
obligations hereunder, and none of the execution and delivery of this
Agreement by the Shareholder, the consummation by the Shareholder of
the transactions contemplated hereby or compliance by the Shareholder
with any of the provisions hereof shall (A) result in a violation or
breach of, or constitute (with or without notice or lapse of time or
both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the
terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which the
Shareholder is a party or by which the Shareholder or any of his
properties or assets may be bound or (B) violate any order, writ,
injunction, decree, judgment, order, statute, proceeding,
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rule or regulation applicable to the Shareholder or any of the Shares,
in each such case in clause (A) or (B) except to the extent that any
conflict, breach, default or violation would not materially interfere
with the ability of the Shareholder to perform his obligations
hereunder.
(iv) No Encumbrances. Except as required by Section 2, at all
times during the term hereof, all of the Shares will be held by the
Shareholder, or by a nominee or custodian for the direct or indirect
benefit of the Shareholder, or by a family member or Affiliate of the
Shareholder (subject to the conditions set forth in clause (vi)
below), free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements
or any other encumbrances whatsoever, except for any liens, claims,
understandings or arrangements that do not limit or impair the
Shareholder's ability to perform his obligations under this Agreement.
(v) Restriction on Transfer, Proxies and Non-Interference. Except
as otherwise contemplated by the Merger Agreement or this Agreement or
as required by court order, from and after the date of this Agreement
and ending on the Termination Date, the Shareholder shall not,
directly or indirectly, without the consent of Parent and Purchaser in
respect of any Acquisition Proposal or otherwise: (A) offer for sale,
sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale,
transfer, tender, pledge, encumbrance, assignment or other
disposition, (including, without limitation, any Constructive
Disposition, as defined below) of (each, a "Transfer"), any or all of
the Shares, or any interest therein, except for the exercise of any
stock options, (B) grant any proxies or powers of attorney, deposit
any Shares into a voting trust or enter into a voting agreement with
respect to any Shares or (C) enter into any agreement or arrangement
providing for any of the actions described in clause (A) or (B) above;
provided, however, the Shareholder may, without the consent of Parent
and Purchaser, Transfer his Shares to members of his family and/or
Affiliates; provided further, however, that any such transferee shall
have delivered to Parent and Purchaser, not later than concurrently
with any such Transfer, a written instrument, in form and substance
reasonably satisfactory to Parent and Purchaser, to the effect that
such transferee agrees to be bound by the terms of this Agreement,
whereupon such transferee shall be deemed to be a "Shareholder" for
all purposes of this Agreement. As used herein, the term "Constructive
Disposition" means, with respect to any Shareholder's Shares, a short
sale with respect to such security, entering into or acquiring an
offsetting derivative contract with respect to such security, entering
into or acquiring a futures or forward contract to deliver such
security or entering into any other hedging or other derivative
transaction that has the effect of materially changing the economic
benefits and risks of ownership. Any attempted transfer of the
Shareholder's Shares or any interest therein in violation of this
Section 3(a)(v) shall be null and void. In furtherance of this
Agreement, such Shareholder shall and hereby does authorize the
Company and counsel to Parent and Purchaser to notify the Company's
transfer agent that there is a stop transfer restriction with
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respect to all of the Shareholder's Shares (and that this Agreement
places limits on the voting and transfer of the Shareholder's Shares);
provided, however, that any such stop transfer restriction shall
terminate upon the termination of this Agreement in accordance with
its terms and, upon such event, Parent shall notify the Company's
transfer agent of such termination.
(vi) No Solicitation. Prior to the Termination Date, subject to
Section 5, the Shareholder shall, and shall use commercially
reasonable efforts to cause his employees, investment bankers,
financial advisors, attorneys, accountants, agents and other
representatives (collectively, the "Representatives") to, immediately
cease and cause to be terminated any existing activities, discussions
or negotiations with any Person conducted heretofore with respect to
any Acquisition Proposal, other than the Merger. Prior to the
Termination Date, subject to Section 5, the Shareholder shall not, and
shall use commercially reasonable efforts to cause his Representatives
not to, directly or indirectly, (i) solicit, initiate, or knowingly
encourage (including by way of furnishing non-public information) the
making of any proposal or offer concerning any Acquisition Proposal,
other than the Merger, (ii) engage in any discussions or negotiations
with any third party concerning any Acquisition Proposal, other than
the Merger, (iii) approve, endorse or recommend any Acquisition
Proposal, other than the Merger or (iv) enter into any letter of
intent or similar agreement or any Contract contemplated by or
otherwise related to any Acquisition Proposal, other than the Merger.
If the Shareholder receives an unsolicited proposal or offer
concerning an Acquisition Proposal, he will notify the Company of such
proposal or offer so that the Company may comply with its obligations
under the Merger Agreement. Notwithstanding the foregoing, the
Shareholder is permitted to take any actions otherwise prohibited by
this paragraph if such action is related to an Acquisition Proposal
and if, and only during such time as and to the extent that, the
Company is then permitted under the Merger Agreement to engage in
discussions or negotiations with such Person or group of related
Persons that has made the Acquisition Proposal, and provided that the
Company is in compliance with Section 5.07 of the Merger Agreement.
(vii) Dissenters' Rights. The Shareholder agrees not to exercise
any dissenters' rights in respect of the Shareholder's Shares that may
arise with respect to the Merger.
(viii) Further Assurances. From time to time, at Parent's or
Purchaser's reasonable request, to the extent not entailing other than
de minimis expense, the Shareholder shall without further
consideration execute and deliver such additional documents as may be
reasonably necessary to consummate and make effective, in the most
expeditious manner practicable, the agreements set forth in Sections 2
and 3(a) of this Agreement; provided, that no such documents shall
expand or otherwise alter the obligations of the Shareholder
hereunder.
(b) Each of Parent and Purchaser hereby represents, warrants and
covenants to the Shareholder as follows:
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(i) Organization, Standing and Corporate Power. Each of Parent
and Purchaser is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, with full power
and authority to own its properties and carry on its business as
presently conducted. Each of Parent and Purchaser has the necessary
power and authority to enter into and perform all of its respective
obligations under this Agreement and to consummate the transactions
contemplated hereby.
(ii) Execution, Delivery and Performance by Parent and Purchaser.
The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly
and validly authorized by each of Parent and Purchaser, do not require
any authorization, consent or approval of, exemption or other action
by, or notice to, any third party and each of Parent and Purchaser has
taken all other actions required by law and its organizational
documents to consummate the transactions contemplated by this
Agreement. This Agreement has been duly and validly executed and
delivered by each of Parent and Purchaser and, assuming due and valid
execution and delivery of the Shareholder, constitutes the valid and
binding obligation of each of Parent and Purchaser and is enforceable
in accordance with its terms, except as enforceability may be subject
to bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting creditors' rights generally and by
general equitable principles (regardless of whether enforceability is
considered in a proceeding in law or at equity).
4. Recapitalization; Option Exercise. In the event of a stock dividend or
distribution, or any change in the Shares (or any class thereof) by reason of
any split-up, recapitalization, combination, exchange of shares or the like, the
term "Shares" shall include, without limitation, all such stock dividends and
distributions and any shares into which or for which any or all of the Shares
(or any class thereof) may be changed or exchanged and, in each case, that are
entitled to vote at a meeting of the Company's shareholders as may be
appropriate to reflect such event. The term "Shares" shall also include any
other or additional shares of Company Common Stock or any other shares of
capital stock or equity entitled to vote at a meeting of the Company's
shareholders, acquired and owned of record or beneficially by the Shareholder
after the date of this Agreement and before the Termination Date, including,
without limitation, shares acquired in connection with the exercise of Company
Options and Company Stock-Based Awards. Notwithstanding the foregoing, or
anything in this Agreement to the contrary, the term "Shares" shall not include
any shares of Company Common Stock not beneficially owned by the Shareholder,
including any shares of Company Common Stock with respect to which the
Shareholder has been appointed a proxy in connection with any proxy solicitation
by the Company and any Shares underlying any options set forth in Part B of
Schedule I hereto, to the extent such options have not been exercised; and
nothing contained herein shall require the Shareholder to exercise any options
or other derivative securities pursuant to which Shares may be issued.
5. Shareholder Capacity. The Shareholder does not make any agreement or
understanding herein in the Shareholder's capacity as a director or officer of
the Company. The Shareholder executes this Agreement solely in his capacity as a
record owner and/or Beneficial
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Owner of the Shares and nothing herein shall limit or affect any actions taken
by the Shareholder or any designee of the Shareholder in his capacity as an
officer or director of the Company or any of its subsidiaries.
6. Irrevocable Proxy. The Shareholder hereby irrevocably appoints Purchaser
as the attorney and proxy of such Shareholder, with full power of substitution,
to vote, and otherwise act (by written consent or otherwise) with respect to all
Shares that such Shareholder is entitled to vote at any meeting of shareholders
of the Company (whether annual, special or other meeting and whether or not an
adjourned or postponed meeting) or consent in lieu of any such meeting or
otherwise, to vote such Shares as set forth in Section 2 hereof; provided that
in any such vote or other action pursuant to such proxy, Purchaser shall not
have the right (and such proxy shall not confer the right) to vote to reduce the
Merger Price or to otherwise modify or amend the Merger Agreement to reduce the
rights or benefits of the Company or any shareholders of the Company (including
the Shareholder) under the Merger Agreement or to reduce the obligations of
Parent or Purchaser thereunder; and provided further, that this proxy shall
irrevocably cease to be in effect on the Termination Date. SUBJECT TO THE
FOREGOING, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN
INTEREST. The Shareholder hereby revokes, effective upon the execution and
delivery of this Agreement by the parties hereto, all other proxies and powers
of attorney with respect to the Shares that he may have heretofore appointed or
granted, and no subsequent proxy or power of attorney (except in furtherance of
his obligations under Section 2 hereof) shall be given or written consent
executed (and if given or executed, shall not be effective) by him with respect
thereto so long as this Agreement remains in effect. The Shareholder shall
forward to Parent and Purchaser any proxy cards that the Shareholder receives
with respect to the Merger Agreement.
7. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof.
(b) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by the
parties hereto.
(c) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly received with proof of delivery) by overnight
courier or facsimile to the respective parties as follows:
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If to Shareholder: c/o Weeks, Xxxxxxx, Xxxxxx and Xxxxxxx
Law, a partnership
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxx
with a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx
and
O'Melveny & Xxxxx LLP
000 Xxxxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx
If to Parent or Purchaser: Luxottica Group S.p.A.
Xxx X. Xxxxx 0
00000 Xxxxx, Xxxxx
Facsimile: 011 39 02 8699 6550
Attention: Xxxxxx Xxxxxxxxx, Chief Financial Officer
with a copy to: Winston & Xxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx Xxxxxxxxx
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above.
(d) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of
any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or portion of any provision in such
jurisdiction, and this Agreement will be reformed, construed and enforced
in such jurisdiction as if such
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invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.
(e) Specific Performance. The Shareholder recognizes and acknowledges
that a breach by the Shareholder of any covenants or agreements contained
in this Agreement will cause Parent and Purchaser to sustain damages for
which they would not have an adequate remedy at law for money damages, and
therefore the Shareholder agrees that in the event of any such breach, or
threatened breach, Parent and Purchaser shall be entitled to seek the
remedy of specific performance of such covenants and agreements and
injunctive and other equitable relief in addition to any other remedy to
which they may be entitled, at law or in equity, and that any requirement
for the posting of a bond or similar requirement in any such proceeding is
hereby irrevocably waived.
(f) Assignability. Except as set forth in Section 3(a)(v), neither
this Agreement nor any right or obligation hereunder is assignable in whole
or in part, whether by operation of law or otherwise, by any party without
the express written consent of the other parties hereto and any such
attempted assignment shall be void and unenforceable; provided, however,
that, in the event of the death or disability involving the appointment of
a legal guardian or similar representative of the Shareholder, or of a
member of his family or an Affiliate who is an individual to whom the
Shareholder made a Transfer of his Shares as permitted by the provisos set
forth in Section 3(a)(v), the rights and obligations of the Shareholder or
such member of his family or Affiliate, as the case may be, hereunder
shall, upon such death or the appointment of such legal guardian or
representative, be deemed to have been assigned and delegated to, and shall
thereupon inure to the benefit of and be binding upon, the heirs and/or
legal representative, or such legal guardian or representative, of the
Shareholder, member of his family or Affiliate, as the case may be. This
Agreement and the rights and obligations hereunder shall be binding upon,
and shall inure to the benefit of, the parties hereto, permitted assignees
and, in the case of Parent and Purchaser, their respective successors, and
no other person shall acquire or have any rights under or by virtue of this
Agreement.
(g) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise
of any other such right, power or remedy by such party.
(h) No Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any
other party hereto with its obligations hereunder, and 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.
(i) No Third Party Beneficiaries. This Agreement is not intended to be
for the benefit of, and shall not be enforceable by, any person or entity
who or which is not a party hereto or a permitted assignee thereof.
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(j) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Washington, regardless of the
laws that might otherwise govern under applicable principles of conflicts
of laws thereof.
(k) Jurisdiction. Each of the parties hereto (i) consents to submit
itself to the personal jurisdiction of any federal district court within
New York County, State of New York in the event any dispute arises out of
this Agreement or any of the transactions contemplated by this Agreement,
(ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court,
(iii) agrees that it will not bring any action relating to this Agreement
or any of the transactions contemplated hereby in any court other than any
federal court within New York County, State of New York, (iv) consents to
service of process by first class certified mail, return receipt requested,
postage prepaid, or by overnight courier to the address at which such party
is to receive notice and (v) waives any objection to the laying of venue
with respect to such dispute in any federal court within New York County,
State of New York and waives and agrees not to plead or claim in any such
court that any such dispute brought in any such court has been brought in
an inconvenient forum.
(l) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(m) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement. This Agreement shall
not be effective as to any party hereto until such time as this Agreement
or a counterpart thereof has been executed and delivered by each party
hereto, provided that upon delivery of an executed counterpart by
facsimile, this Agreement shall be deemed effective.
(n) No Agency. Nothing herein shall be deemed to create any agency or
partnership relationship between the parties hereto.
8. Termination. This Agreement shall terminate without any further action
on the part of any party hereto on the Termination Date.
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SCHEDULE I
Part A
Name of Owner Shares
------------- ----------
Xxx Xxxxxxx 44,426,400
Part B
Name of Owner Other Securities
------------- -------------------------------------------
Xxx Xxxxxxx Options to purchase an aggregate of 119,315
shares of Common Stock
