EXHIBIT 10.19
FORM OF STOCKHOLDER AGREEMENT
THIS STOCKHOLDER AGREEMENT (this "Agreement") is made as of June 17, 1997,
among Falcon Building Products, Inc., a Delaware corporation (the "Company"),
FBP Limited, a Cayman Islands company ("Seller"), and the individual employee of
the Company signatory hereto ("Buyer").
R E C I T A L S
A. Buyer is an employee of the Company and desires to increase his equity
interest in the Company.
B. Subject to the terms and conditions hereof, Seller is willing to sell
to Buyer the number of shares of Class C Common Stock of the Company as
determined by the calculation set forth on the signature page hereto (the
"Shares") at a price per share of $17.75.
C. Buyer desires to purchase the Shares, subject to terms and conditions
and the rights of the Company and the other parties hereto as set forth herein.
D. In consideration of the actions described above and contemplated
herein, the parties hereto desire to set forth herein certain agreements
regarding their rights and obligations with respect to the Shares and any shares
of Class A Common Stock of the Company owned by Buyer on the Closing Date (the
"Class A Stock").
AGREEMENTS
1. DEFINITIONS. Capitalized terms used herein shall have the following
meanings:
"Act" means the Securities Act of 1933, as amended.
"Affiliate" means (i) any person which, directly or indirectly, is in
control of, is controlled by, or is under common control with such person,
(ii) any person who is a director or officer (A) of such person, (B) of any
subsidiary of such person or (C) of any person described in clause (i) above, or
(iii) any person which is a transferee of any such person and with which
Investcorp Bank E.C. or one of its affiliates has an administrative
relationship. For purposes of this definition, control of a person shall mean
the power, direct or indirect, (X) to vote 50% or more of the securities having
ordinary voting power for the election of directors of such person, whether by
ownership of securities, contract, proxy or otherwise, or (Y) to direct or cause
the direction of the management and policies of such person, whether by
ownership of securities, contract, proxy or otherwise.
"Agreement" means this Stockholder Agreement.
"Approved Sale" means a transaction or a series of related
transactions which results in a BONA FIDE, unaffiliated change of economic
beneficial ownership of the Company or its business of greater than 50%
(disregarding for this purpose any disparate voting rights
attributable to the outstanding stock of the Company), whether pursuant to
the sale of the stock of the Company, the sale of the assets of the Company,
or a merger or consolidation (other than (i) a sale of stock by an Initial
Stockholder to another Initial Stockholder or (ii) a sale of stock in a
public offering or pursuant to Rule 144 under the Act).
"Buyer" is defined in the preamble.
"Cause," when used in connection with the termination of employment of
Buyer, means (a) conviction of Buyer for a felony, or the entry by Buyer of a
plea of guilty or NOLO CONTENDERE to a felony, (b) the commission of an act of
fraud involving dishonesty for personal gain which is materially injurious to
the Company, (c) the willful and continued refusal by the Buyer to substantially
perform his duties with the Company (other than any such refusal resulting from
his incapacity due to mental illness or physical illness or injury), after a
demand for substantial performance is delivered to the Buyer by the Company's
Board of Directors, where such demand specifically identifies the manner in
which the Company's Board of Directors believes that the Buyer has refused to
substantially perform his duties and the passage of a reasonable period of time
for Buyer to comply with such demand or (d) the willful engaging by the Buyer in
gross misconduct materially and demonstrably injurious to the Company or its
Subsidiaries. Notwithstanding the foregoing, with respect to termination for
Cause arising out of conduct described in clause (b), (c) or (d) above, such a
termination will not be deemed to be a termination for Cause hereunder unless
there shall have been delivered to the Buyer a copy of a resolution duly adopted
by the affirmative vote of a majority of the entire Board of Directors of the
Company, at a meeting of such Board called and held for that purpose (after
reasonable notice to the Buyer and an opportunity for the Buyer, together with
his counsel or other advisors, to be heard at such meeting), finding that in the
good faith opinion of the Board the Buyer had engaged in conduct described above
in clause (b), (c) or (d) of the first sentence of this paragraph and specifying
the particulars thereof in detail.
"Certificate of Incorporation" means the Certificate of Incorporation
of the Company setting forth the rights, preferences and privileges of and
restrictions on the Shares.
"Closing Date" means the date on which the purchase of the Shares is
closed.
"Company" is defined in the preamble.
"Company Average Rate" means for any period (a) the sum of (i) the
interest accrued under the Company's revolving credit facility during such
period and (ii) the interest, discount or yield, accrued under the Company's
receivable facility during such period, divided by (b) the sum of (i) the
average indebtedness outstanding on the Company's revolving credit facility
during such period (based on the daily balances of such facility) and the
(ii) average amount of indebtedness incurred, or interests in receivables sold,
pursuant to the Company's receivables facility during such period (based on the
daily balances of such facility).
"Cost" equals $17.75, subject to adjustment as set forth herein.
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"Disability" means the failure by Buyer to render full-time employment
services to the Company for an aggregate of sixty (60) business days in any
continuous period of six (6) months on account of physical or mental disability.
"Endorsed Certificate" is defined in Section 4(a).
"Fair Market Value" means the value of a share of the Company's
capital stock, as of the Termination Date, determined pursuant to Section 4(b).
"FBP" means FBP Acquisition Corp., Inc., a Delaware corporation.
"Fiscal Year" means the fiscal year of the Company.
"Good Reason" means a significant adverse change to the employment
responsibilities, authority or base compensation of Buyer, provided that Good
Reason shall not exist unless Buyer shall have first provided the Board of
Directors with written notice of the facts constituting such adverse change and
the Company shall have failed to remedy or cure such situation within thirty
(30) days following receipt of such notice.
"Initial Public Offering" means the closing of the sale of any of the
common stock of the Company pursuant to a registration statement that has been
declared effective under the Act, if following such sale (i) the issuer is a
reporting company under Section 12(b) or 12(g) of the Securities Exchange Act of
1934, as amended, and (ii) such stock is traded on the New York Stock Exchange
or the American Stock Exchange, or is quoted on the NASDAQ National Market
System, or is traded or quoted on any other national stock exchange or national
securities system.
"Initial Stockholders" means the stockholders of the Company
immediately following the Merger who were neither (i) employees of the Company
at the closing of the Merger, nor (ii) stockholders of the Company's Class A
Common Stock prior to the Merger; and any Affiliates of such stockholders.
"Merger" means the merger of FBP with and into the Company pursuant to
the Agreement and Plan of Merger dated as of March 20, 1997, by and between the
Company and FBP.
"permitted transferee" is defined in Section 3.
"person" means an individual, partnership, corporation, limited
liability company, trust, joint venture or other entity.
"Purchase Price " means $17.75 multiplied by the number of Shares.
"Repurchase Date" is defined in Section 4(a).
"Repurchase Period" is defined in Section 4(a).
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"Retirement" has the meaning set forth in the employment agreement
between the Company and Buyer, or if there is no such employment agreement,
means Buyer's retirement from the Company in accordance with the Company's
normal retirement policy generally applicable to its salaried employees.
"Securities" is defined in Section 3.
"Shares" is defined in recital B.
"Subsidiary" means any joint venture, corporation, partnership or
other entity as to which the Company, whether directly or indirectly, has more
than 50% of the (i) voting rights or (ii) rights to capital or profits.
"Termination Date" means the date on which Buyer ceases to be employed
by the Company for any reason.
2. PURCHASE AND SALE OF SHARES. On the terms and subject to the
conditions hereof, Seller will sell and transfer to Buyer, on a date not more
than five (5) business days following the closing of the Merger, the Shares in
consideration of the transfer by Buyer to Seller of the Purchase Price.
3. RESTRICTIONS ON TRANSFERS OF THE SHARES AND THE CLASS A STOCK;
PERMITTED TRANSFEREES. Subject to Sections 4, 5, 6 and 7 hereof, prior to the
earlier of (A) 180 days following an Initial Public Offering or (B) an Approved
Sale, none of the Shares and the Class A Stock (collectively, the "Securities")
shall be transferable or transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise), except that Buyer may transfer
all or a portion of the Securities (i) to his or her spouse, child, estate,
personal representative, heir or successor or to a trust for the benefit of
Buyer or his or her spouse, child or heir (a "permitted transferee"),
(ii) pursuant to Section 4 or Section 5 of Article IV of the Certificate of
Incorporation or (iii) subject to the Certificate of Incorporation, as part of
the Initial Public Offering. This Agreement shall be binding on and enforceable
against any person who is a permitted transferee of the Securities, and for
purposes of Sections 3, 4, 5, 6 and 7, the rights and obligations relating to
the Securities owned by Buyer shall extend as well to Securities owned by
permitted transferees of Buyer and, unless the context otherwise requires, each
reference to Buyer in said Sections shall also encompass permitted transferees
of Buyer. The stock certificates issued to evidence Securities hereunder shall
bear a legend referring to this Agreement and the restrictions contained herein.
4. RIGHT TO REPURCHASE SECURITIES.
(a) In the event that Buyer ceases to be employed by the Company
for any reason prior to an Initial Public Offering or an Approved Sale, the
Company, during the sixty (60) days following the Termination Date (the
"Repurchase Period"), shall have the right to purchase all, but not less than
all, of the Securities. If the Company does not elect to purchase the
Securities during the Repurchase Period, the Seller, during the thirty (30)
days following the expiration of the Repurchase Period (the "Second
Repurchase Period"), shall have a one-time
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right to purchase all, but not less than all, of the Securities. The
purchase price for each share included in the Securities shall equal Fair
Market Value, or, if the Buyer resigns without Good Reason prior to June 17,
2000, or is terminated for Cause at any time, the lower of Fair Market Value
or Cost. If the Company or Seller (as applicable) elects to purchase the
Securities, it shall notify the Buyer at or before the end of the Repurchase
Period or Second Repurchase Period, as applicable, of such election and the
purchase price shall be paid in cash at a time set by the Company or Seller
(as applicable) (the "Repurchase Date") within thirty (30) days after the end
of the Repurchase Period or Second Repurchase Period, as applicable, provided
that the Buyer has presented to the Company or Seller (as applicable) a stock
certificate evidencing the Securities duly endorsed for transfer (the
"Endorsed Certificate"). If Buyer fails to deliver the Endorsed Certificate,
the Securities represented thereby shall be deemed to have been purchased
upon (i) the payment by the Company or Seller (as applicable) of the purchase
price to the Buyer or his or her permitted transferee or (ii) notice to Buyer
or such permitted transferee that the Company is holding the purchase price
for the account of Buyer or such permitted transferee, and upon such payment
or notice the Buyer and such permitted transferee will have no further rights
in or to such Securities. If the Company or Seller (as applicable) does not
purchase the Securities, the restrictions on transfer thereof contained in
Section 3 of this Agreement shall terminate and be of no further force and
effect after the Second Repurchase Period.
(b) "Cost" for the purposes of Sections 4 and 5 hereof shall include
interest on the amount of $17.75 per share for the period from the Closing Date
until the Termination Date calculated at the Company Average Rate, compounded
annually. Fair Market Value for purposes of Sections 4 and 5 hereof shall be
determined in good faith by the Company's Board of Directors. If the Board
determination is challenged by Buyer, a mutually acceptable investment banker or
appraiser shall establish the Fair Market Value. The Fair Market Value shall be
based on an assumed sale of 100% of the outstanding capital stock of the Company
(without reduction for minority discount or lack of liquidity of the
Securities). The investment banker's or appraiser's determination shall be
conclusive and binding on all parties. The Company shall bear all costs
incurred in connection with the services of such investment banker or appraiser
unless the Fair Market Value established by such investment banker or appraiser
is (i) less than or equal to 110% of the Board of Director's determination, in
which case Buyer shall promptly pay or reimburse the Company for such costs, or
(ii) greater than 110% but less than 133% of the Board of Directors'
determination, in which case Buyer shall promptly pay or reimburse the Company
for 50% of such costs. If Buyer and the Company cannot agree upon an investment
banker or appraiser, they shall each choose an investment banker or appraiser
and the two shall choose a third investment banker or appraiser who shall
establish the Fair Market Value.
(c) Buyer shall not be considered to have ceased to be employed by
the Company for purposes of this Agreement if he or she continues to be employed
by the Company or a Subsidiary of the Company or by a company of which the
Company is a subsidiary.
5. OBLIGATION TO REPURCHASE SECURITIES. If Buyer's employment by the
Company is terminated prior to an Initial Public Offering or an Approved Sale
(i) by the Company without Cause or by Buyer for Good Reason, (ii) due to
Buyer's death, Disability or Retirement, or (iii) by Buyer after June 17,
2000 without Good Reason and provided Buyer has not agreed to accept
employment and does not accept employment from a competitor of the Company
during the 120-
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day period described below; Buyer or his representative,
assuming no notice of repurchase has been given under Section 4(a) hereof
prior to the end of the Second Repurchase Period, shall have a one-time right
expiring 120 days following the Termination Date to require the Company to
purchase all, but not less than all, of the Securities at Fair Market Value;
provided that if the Buyer is terminated without Cause or resigns for Good
Reason on or prior to June 17, 2000, the purchase price shall be the lower of
Cost or Fair Market Value. If Buyer elects to have the Securities purchased,
the purchase price shall be paid in cash on the later of (i) the thirtieth
(30) day after the expiration of such notice period or (ii) the day Buyer
presents to the Company the Endorsed Certificate. The Securities shall be
transferred to the Company free and clear of all liens, encumbrances,
mortgages, pledges, security interests, restrictions, prior assignments and
claims of any kind or nature whatsoever, except those created by the
Certificate of Incorporation or this Agreement.
6. DRAG-ALONG OBLIGATION. If, at any time following an Initial Public
Offering, Initial Stockholders of the Company owning not less than (a) 20% of
the outstanding shares of the Company's capital stock, and (b) 50.1% of the
total shares of the Company's capital stock then owned by all Initial
Stockholders (the "Selling Group") determine to sell in one transaction or a
series of related transactions all of their shares of the Company's capital
stock in an arm's-length sale to a person other than an Initial Stockholder, the
members of the Selling Group shall have the right to require Buyer to sell, and
Buyer hereby agrees to sell and to deliver free and clear of all liens, claims
and encumbrances, all of Buyer's Securities in the same transaction to such
person, provided that Buyer receives the same terms including without
limitation, the same consideration per share, as is received in such transaction
by the members of the Selling Group. Without limiting any rights or remedies
available to any party hereto against Buyer for any breach of this Section, it
is expressly agreed that the Company shall have the right to enforce the rights
of the Initial Stockholders under this Section and to seek any available
remedies against Buyer for breach of this Section.
7. ACQUISITION OBLIGATION. If, at any time following an Initial Public
Offering, Initial Stockholders of the Company (the "Transferring Stockholders")
seek to transfer to a person other than an Initial Stockholder (the "Third
Party") in a single transaction or series of related transactions more than 35%
of the then outstanding capital stock of the Company, the Company shall give
notice of the proposed transaction to Buyer, which notice shall specify the
number of shares of the Company's capital stock that the Transferring
Stockholders desire to sell and the proposed terms thereof. If Buyer is not
otherwise afforded the opportunity to participate on a pro rata basis in such
transfer on the same terms and conditions as the Transferring Stockholders,
Buyer shall have the right to sell to the Company, upon the same terms and
conditions offered to the Transferring Stockholders by the Third Party, the
number of Securities that bears the same ratio to the total number of Securities
held by Buyer as the total number of shares of capital stock of the Company
proposed to be sold by the Transferring Stockholders to the Third Party bears to
the total number of shares of capital stock of the Company held by all of the
Transferring Stockholders. Notwithstanding anything to the contrary contained
herein, the provisions of this Section shall not be applicable to any sales by
Initial Stockholders in a public offering registered under the Act.
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8. REPRESENTATIONS OF THE COMPANY. The Company represents and warrants
as follows:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) The Company has full corporate power and authority to enter into
this Agreement and to perform its obligations hereunder and to consummate the
transactions contemplated herein. This Agreement is a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application relating to or
affecting creditors' rights, and for the limitations imposed by general
principles of equity.
9. REPRESENTATIONS AND ACKNOWLEDGMENTS OF BUYER.
(a) Buyer hereby represents and warrants as follows:
(i) Buyer is acquiring the Shares for investment for his or her
own account and without a view to further distribution of the Shares.
(ii) Buyer is an executive of the Company and has been given
access to all information that Buyer considers necessary to make an
investment decision as to the Shares.
(b) Buyer hereby acknowledges to the Company as follows:
(i) The Shares are being transferred to Buyer without
registration under the Act pursuant to exemptions from registration
thereunder. Buyer cannot transfer the Shares except pursuant to an
effective registration statement or an exemption from registration under
the Act.
(ii) The Shares are nonvoting in the election of directors and
certain other matters and are subject to the terms and restrictions of the
Certification of Incorporation.
10. REPRESENTATIONS OF THE SELLER. The Seller represents and warrants
that (i) it has full corporate power and authority to enter into this Agreement
and to perform its obligations hereunder and to consummate the transactions
contemplated herein, and (ii) this Agreement is a valid and binding agreement of
it, enforceable against it in accordance with its terms except as the same may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general application relating to or affecting creditors' rights,
and for the limitations imposed by general principles of equity. Seller also
represents that upon purchase of the Shares, Buyer will be the owner of the
Shares free and clear of any claims, liens, encumbrances and security interests,
except as may exist by reason of the Certificate of Incorporation or this
Agreement.
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11. GOVERNING LAW. All terms of and rights under this Agreement shall be
governed by and construed in accordance with the internal law of the State of
New York, without giving effect to principles of conflicts of law.
12. NOTICES. All notices, requests, demands and other communications
pursuant to this Agreement shall be in writing and shall be deemed to have been
duly given if personally delivered, telexed or telecopied to, or, if mailed,
when received by, the other party at the following addresses (or at such other
address as shall be given in writing by either party to the other):
If to the Company to:
Falcon Building Products, Inc.
Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
With a required copy (which shall not constitute notice to the
principal) to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
If to Buyer, to the address set forth on the signature page hereof.
If to the Seller to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
13. AMENDMENTS AND WAIVERS. This Agreement may be amended, and any
provision hereof may be waived, only by a writing signed by the party to be
charged.
14. CAPITALIZATIONS, EXCHANGES, ETC. AFFECTING SECURITIES; ADJUSTMENT OF
COST.
(a) The provisions of this Agreement shall apply to any and all
shares of capital stock of the Company or any successor or assign of the Company
that may be issued in respect of, in exchange for, or in substitution of, the
Securities by reason of any stock dividend, stock split, stock issuance, reverse
stock split, combination, recapitalization, reclassification, merger,
consolidation or otherwise. Nothing herein shall prohibit or restrict the
Company from taking any corporate action, including, without limitation,
declaring any dividend (whether in cash or stock),
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or engaging in any corporate transaction of any kind, including, without
limitation, any merger, consolidation, liquidation or sale of assets.
(b) In the event of any stock dividend, stock split, stock issuance,
reverse stock split, combination, recapitalization, reclassification, merger,
consolidation or similar event as a result of which Buyer holds a lesser or
greater number of Securities and/or other securities, the Cost of a share or
other security shall be appropriately adjusted, provided that the aggregate Cost
of all Securities held by Buyer immediately after such event is equal to the
aggregate Cost of all Securities held by Buyer immediately prior to such event.
15. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and supersedes
all prior oral and written and all contemporaneous oral discussions, agreements
and understandings of any kind or nature.
16. SEPARABILITY. In the event that any provision of this Agreement is
declared to be illegal, invalid or otherwise unenforceable by a court of
competent jurisdiction, such provision shall be reformed, if possible, to the
extent necessary to render it legal, valid and enforceable, or otherwise
deleted, and the remainder of this Agreement shall not be affected except to the
extent necessary to reform or delete such illegal, invalid or unenforceable
provision.
17. HEADINGS. The headings preceding the text of the sections hereof are
inserted solely for convenience of reference, and shall not constitute a part of
this Agreement, nor shall they affect its meaning, construction or effect.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.
19. FURTHER ASSURANCES. Each party shall cooperate and take such action
as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement.
20. REMEDIES. In the event of a breach by any party to this Agreement of
its obligations under this Agreement, any party injured by such breach, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, shall be entitled to specific performance of its rights
under this Agreement. The parties agree that the provisions of this Agreement
shall be specifically enforceable, it being agreed by the parties that the
remedy at law, including monetary damages, for breach of any such provision will
be inadequate compensation for any loss and that any defense in any action for
specific performance that a remedy at law would be adequate is hereby waived.
21. NOT AN EMPLOYMENT CONTRACT. Nothing in this Agreement or any other
instrument executed pursuant hereto shall confer upon Buyer any right to
continue in the employ of the Company or any Subsidiary or shall affect the
right of the Company or any Subsidiary to terminate the employment of Buyer with
or without Cause.
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22. ARBITRATION. The parties shall use their best efforts and good will
to settle all disputes by amicable negotiations. Except as otherwise provided
in Section 4(b), any claim, dispute, disagreement or controversy that arises
among the parties relating to this Agreement that is not amicably settled shall
be resolved by arbitration, as follows:
(a) Any such arbitration shall be heard in New York, New York, before
a panel consisting of one (1) to three (3) arbitrators, each of whom shall be
impartial. Except as the parties may otherwise agree, all arbitrators shall be
appointed in the first instance by the President of the Association of the Bar
of the City of New York or, in the event of his unavailability by reason of
disqualification or otherwise, by the Chairman of the Executive Committee of the
Association of the Bar of the City of New York. In determining the number and
appropriate background of the arbitrators, the appointing authority shall give
due consideration to the issues to be resolved, but his decision as to the
number of arbitrators and their identity shall be final.
(b) An arbitration may be commenced by any party to this Agreement by
the service of a written Request for Arbitration upon the other affected
parties. Such Request for Arbitration shall summarize the controversy or claim
to be arbitrated, and shall be referred by the complaining party to the
appointing authority for appointment of arbitrators ten (10) days following such
service or thereafter. If the panel of arbitrators is not appointed by the
appointing authority within thirty (30) days following such reference, any party
may apply to any court within the State of New York for an order appointing
arbitrators qualified as set forth below. No Request for Arbitration shall be
valid if it relates to a claim, dispute or controversy that would have been time
barred under the applicable statute of limitations had such claim, dispute,
disagreement or controversy been submitted to the Supreme Court of the State of
New York.
(c) All attorneys' fees and costs of the arbitration shall be borne
by the respective party incurring such costs and fees. The parties hereby
expressly waive punitive damages, and under no circumstances shall an award
contain any amount that in any way reflects punitive damages.
(d) Judgment on the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof.
(e) It is intended that controversies or claims submitted to
arbitration under this Section shall remain confidential, and to that end it is
agreed by the parties that neither the facts disclosed in the arbitration, the
issues arbitrated, nor the views or opinions of any persons concerning them,
shall be disclosed to third persons at any time, except to the extent necessary
to enforce an award or judgment or as required by law or in response to legal
process or in connection with such arbitration.
23. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective permitted successors and
assigns.
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IN WITNESS WHEREOF, this Agreement is entered into as of the date first
above written.
Falcon Building Products, Inc.
By:
---------------------------------
Its:
---------------------------------
"Buyer"
By:
---------------------------------
Name:
--------------------------------
Number of Shares of Class C
Stock to be acquired by Buyer:
__(Blank 1)____ plus
the number of shares, if any, by which the
number of shares of Class A Common Stock of
the Company the Buyer elected to retain in the
Merger is reduced below _(Blank 2)_ shares by
virtue of the proration procedures applicable
to Electing Shares as defined in the Merger
Agreement.
FBP Limited
By:
---------------------------------
Its:
---------------------------------
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SCHEDULE OF TERMS OF INDIVIDUAL STOCKHOLDER AGREEMENTS
------------------------------------------------------
Buyer Blank 1 Blank 2
Xxxxxxx X. Xxxxx 100 14,549
Xxx X. Xxxxx 100 14,549
Xxx X. Xxxxxxx 100 14,549
Xxxxxx X. Xxxxxxxx, Xx. 13,649 1,000
Xxxx Xxxxxxx 100 14,549
Xxxx Xxxxxxx 5,600 0
Xxxxxxx X. Xxxx 11,168 75,000
Xxxxxxxx X. Xxx 7,500 7,149
Xxxxxxx Xxxxx 5,600 0
Xxxxxxx X. Xxxxxxxx 10,000 0
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