STOCKHOLDER AGREEMENT
Exhibit
99.2
STOCKHOLDER
AGREEMENT (this “Agreement”), dated as
of September 16, 2009, is by and among Chemring Group PLC, a corporation
organized under the laws of England and Wales(“Parent”), Parkway
Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
(“Merger Sub”)
and Xxxxxx X. Xxxxxx (“Stockholder”), solely
in his capacity as a stockholder of the Company (as defined below).
WHEREAS,
Stockholder is, as of the date hereof, the record and beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), which meaning will apply for all purposes of this Agreement) of
the number of shares of Common Stock, par value $0.001 (the “Company Common
Stock”) of Hi-Shear Technology Corporation, a Delaware corporation (the
“Company”), set
forth opposite the name of Stockholder on Schedule I
hereto;
WHEREAS,
Parent, Merger Sub, and the Company have entered into an Agreement and Plan of
Merger, dated as of the date hereof, in the form attached hereto as Exhibit A and as may
be amended from time to time (the “Merger Agreement”),
which provides, among other things, for the merger of Merger Sub with and into
the Company (the “Merger”) upon the
terms and subject to the conditions set forth in the Merger Agreement
(capitalized terms used herein without definition shall have the respective
meanings specified in the Merger Agreement); and
WHEREAS,
as a condition to the willingness of Parent and Merger Sub to enter into the
Merger Agreement and as an inducement and in consideration therefor, Stockholder
has agreed to enter into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein and in the Merger Agreement, and intending to be
legally bound hereby, the parties hereto agree as follows:
SECTION
1. Representations and
Warranties of Stockholder. Stockholder hereby represents and
warrants to Parent and Merger Sub as follows:
(a) Stockholder
(i) is the sole record and beneficial owner of the shares of Company Common
Stock (together with any shares of Company Common Stock which Stockholder may
acquire at any time in the future during the term of this Agreement, the “Shares”) set forth
opposite Stockholder’s name on Schedule I to this
Agreement and (ii) except as set forth in Schedule I to this
Agreement, neither holds nor has any beneficial ownership interest in any other
shares of Company Common Stock or any performance based stock unit, restricted
stock, deferred stock unit, option (including any granted pursuant to a Company
Equity Plan), or warrant to acquire shares of Company Common Stock or other
right or security convertible into or exercisable or exchangeable for shares of
Company Common Stock.
(b) Stockholder
has the legal capacity and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby.
(c) This
Agreement has been validly executed and delivered by Stockholder and, assuming
this Agreement constitutes a valid and binding obligation of Parent and Merger
Sub, constitutes the valid and binding obligation of Stockholder, enforceable
against Stockholder in accordance with its terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, and
(ii) the availability of the remedy of specific performance or injunctive
or other forms of equitable relief may be subject to equitable defenses and
would be subject to the discretion of the court before which any proceeding
therefor may be brought. If Stockholder is married and the Shares
constitute community property, then this Agreement (including the granting of
the irrevocable proxy in Section 4) has been
validly executed and delivered by, and constitutes a valid and binding agreement
of, such Stockholder’s spouse, enforceable against such person in accordance
with its terms.
(d) Neither
the execution and delivery of this Agreement nor the consummation by Stockholder
of the transactions contemplated hereby will result in a violation of, or a
default under, or conflict with, any contract, trust, commitment, agreement,
understanding, arrangement or restriction of any kind to which Stockholder is a
party or by which Stockholder or Stockholder’s assets are bound. The
consummation by Stockholder of the transactions contemplated hereby will not
(i) violate any provision of any judgment, order or decree applicable to
Stockholder or (ii) to the knowledge of the Stockholder, require any
consent, approval, or notice under any statute, law, rule or regulation
applicable to Stockholder other than (x) as required under the Exchange Act
and the rules and regulations promulgated thereunder and (y) where the
failure to obtain such consents or approvals or to make such notifications,
would not, individually or in the aggregate, prevent or materially delay the
performance by Stockholder of any of his obligations under this
Agreement.
(e) The
Shares and the certificates, if any, representing the Shares owned by
Stockholder are now, and at all times during the term hereof will be, held by
Stockholder or by a nominee or custodian for the benefit of Stockholder, free
and clear of all liens, claims, security interests, proxies, voting trusts or
agreements, options, rights (other than community property interests),
understandings or arrangements or any other encumbrances or restrictions
whatsoever on title, transfer, or exercise of any rights of a shareholder in
respect of such Shares (collectively, “Encumbrances”),
except for (i) any such Encumbrances arising hereunder (in connection
therewith any restrictions on transfer or any other Encumbrances have been
waived by appropriate consent), (ii) Encumbrances imposed by federal or
state securities laws, and (iii) Encumbrances imposed on the number of Shares
set forth on Schedule
II (the “Encumbered Shares”),
pursuant to that certain Buy-Sell and Voting Agreement and Irrevocable Proxy,
dated as of March 3, 2000 (the “Buy-Sell Agreement”),
by and between Stockholder and Xxxxxx X. Xxxxxx (collectively, “Permitted
Encumbrances”).
SECTION
2. Representations and
Warranties of Parent and Merger Sub. Each of Parent and Merger
Sub hereby, jointly and severally, represents and warrants to Stockholder as
follows:
(a) Each
of Parent and Merger Sub is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, and
each of Parent and Merger Sub has all requisite corporate power and authority to
execute and deliver this Agreement and the Merger Agreement and to consummate
the transactions contemplated hereby and thereby, and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement and the Merger Agreement.
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(b) This
Agreement and the Merger Agreement have been duly authorized, executed and
delivered by each of Parent and Merger Sub, and constitute the valid and binding
obligations of each of Parent and Merger Sub, enforceable against each of them
in accordance with their terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally and
(ii) the availability of the remedy of specific performance or injunctive
or other forms of equitable relief may be subject to equitable defenses and
would be subject to the discretion of the court before which any proceeding
therefor may be brought.
(c) Neither
the execution and delivery of this Agreement or the Merger Agreement by each of
Parent and Merger Sub nor the consummation by Parent and Merger Sub of the
transactions contemplated hereby or thereby will result in a violation of, or a
default under, any contract, trust, commitment, agreement, understanding,
arrangement or restriction of any kind to which either Parent or Merger Sub is a
party or by which either Parent or Merger Sub or their respective assets are
bound. The consummation by Parent and Merger Sub of the transactions
contemplated by this Agreement or the Merger Agreement will not (i) violate
any provision of any judgment, order or decree applicable to Parent or Merger
Sub or (ii) require any consent, approval or notice under any statute, law,
rule or regulation applicable to either Parent or Merger Sub, other than
(x) filings under the Exchange Act and the rules and regulations
promulgated thereunder and (y) where the failure to obtain such consents or
approvals or to make such notifications, would not, individually or in the
aggregate, prevent or materially delay the performance by either Parent or
Merger Sub of any of their obligations under this Agreement and the Merger
Agreement.
SECTION
3. Transfer of
the Shares; Other Actions.
(a) Prior
to the termination of this Agreement, except as otherwise provided herein or in
the Merger Agreement, Stockholder shall not: (i) transfer, assign, sell,
gift-over, hedge, pledge or otherwise dispose (whether by sale, liquidation,
dissolution, dividend or distribution) of, enter into any derivative arrangement
with respect to, create or suffer to exist any Encumbrances (other than
Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or
all of the Shares or any right or interest therein; (ii) enter into any
contract, option or other agreement with respect to any Transfer;
(iii) grant any proxy, power-of-attorney or other authorization or consent
with respect to any of the Shares with respect to any matter that is, or that is
reasonably likely to be exercised in a manner, inconsistent with the
transactions contemplated by the Merger Agreement or the provisions thereof;
(iv) deposit any of the Shares into a voting trust, or enter into a voting
agreement or arrangement with respect to any of the Shares; or
(v) knowingly, directly or indirectly, take or cause the taking of any
other action that would restrict, limit or interfere with the performance of
Stockholder’s obligations hereunder or the transactions contemplated hereby,
excluding any bankruptcy filing.
(b) Notwithstanding
the foregoing, Stockholder may make (a) Transfers of Shares by will or by
operation of law or other transfers for estate planning purposes, in which case
any such transferee shall agree in writing to be bound by this Agreement prior
to the consummation of any such Transfer, (b) with respect to Stockholder’s
Company Stock Options which expire on or prior to the Termination Date, to the
extent permitted by the Company Equity Plans, Transfers of Shares to the Company
as payment for the (I) exercise price of Stockholder’s Company Stock
Options and (II) taxes applicable to the exercise of Stockholder’s Company Stock
Options, and (c) as Parent may otherwise agree in writing in its sole
discretion.
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(c) Upon
receipt of payment in full for all of his Shares pursuant to the Merger
Agreement, Stockholder agrees that any and all rights incident to his ownership
of Shares (including any rights to recover amounts, if any, that may be
determined to be due to any stockholder or former stockholder of the Company),
including but not limited to rights arising out of Stockholder’s ownership of
Shares prior to the Merger, shall be transferred to Merger Sub and
Parent.
SECTION
4. Grant of
Irrevocable Proxy; Appointment of Proxy.
(a) Without
in any way limiting Stockholder’s right to vote the Shares in his sole
discretion on any other matters that may be submitted to a stockholder vote,
consent or other approval, Stockholder hereby irrevocably grants to, and
appoints, Parent and any designee thereof, Stockholder’s proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of Stockholder, to attend any meeting of the stockholders of the
Company on behalf of Stockholder, to include the Shares (other than the
Encumbered Shares) in any computation for purposes of establishing a quorum at
any meeting of stockholders of the Company, and to vote the Shares (other than
the Encumbered Shares), or to grant a consent or approval in respect of the
Shares (other than the Encumbered Shares), in connection with any meeting of the
stockholders of the Company or any action by written consent in lieu of a
meeting of stockholders of the Company (i) in favor of the Merger and the
other transactions contemplated by the Merger Agreement, and/or
(ii) against any action or agreement which would in any material respect
impede, interfere with or prevent the Merger, including, but not limited to, any
other extraordinary corporate transaction, including, a merger, acquisition,
sale, consolidation, reorganization or liquidation involving the Company and a
third party, or any other proposal of a third party to acquire the Company or
all or substantially all of the assets thereof.
(b) Stockholder
hereby represents that any proxies heretofore given in respect of the Shares
(other than the proxy related to the Encumbered Shares granted by Stockholder
pursuant to the Buy-Sell Agreement), if any, are revocable, and hereby revokes
such proxies.
(c) 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
Stockholder under this Agreement. Stockholder hereby further affirms
that the irrevocable proxy is coupled with an interest and, except as set forth
in this Section or in Section 8
hereof, is intended to be irrevocable in accordance with the provisions of
Section 212 of the DGCL. If during the term of this Agreement
for any reason the proxy granted herein is not irrevocable, then Stockholder
agrees that he shall vote his Shares in accordance with Section 4(a)
above as instructed by Parent in writing. The parties agree that the
foregoing shall be a voting agreement created under Section 218 of the
DGCL.
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SECTION
5. Directors and
Officers. This Agreement shall apply to Stockholder solely in
Stockholder’s capacity as a stockholder of the Company and/or holder of Company
Stock Options, performance based stock units, restricted stock or deferred stock
units, and not in Stockholder’s capacity as a director, officer or employee of
the Company or in Stockholder’s capacity as a trustee or fiduciary of any
employee benefit plan or trust. Notwithstanding any provision of this
Agreement to the contrary, nothing in this Agreement shall (or require
Stockholder to attempt to) limit or restrict a director and/or officer of the
Company in the exercise of his fiduciary duties consistent with the terms of the
Merger Agreement as a director and/or officer of the Company or in his capacity
as a trustee or fiduciary of any employee benefit plan or trust, or prevent or
be construed to create any obligation on the part of any director and/or officer
of the Company or any trustee or fiduciary of any employee benefit plan or trust
from taking any action in his capacity as such director, officer, trustee and/or
fiduciary.
SECTION
6. Appraisal
Rights. Stockholder hereby irrevocably and unconditionally
waives, and agrees to cause to be waived and to prevent the exercise of, with
respect to the Shares, any dissenters’ rights, any rights of appraisal and any
similar rights (whether under Law or otherwise) in connection with the Merger
that Stockholder or any other Person who is the record owner of the Shares may
have by virtue of the Shares.
SECTION
7. Further
Assurances. Each party shall execute and deliver any
additional documents and take such further actions as may be reasonably
necessary or desirable to carry out all of the provisions hereof, including all
of the parties’ obligations under this Agreement, including without limitation
to vest in Parent the power to vote the Shares to the extent contemplated by
Section 4
hereof.
SECTION
8. Termination.
(a) This
Agreement (including but not limited to the irrevocable proxy set forth in Section 4), and all
rights and obligations of the parties hereunder, shall terminate immediately
upon the earliest to occur of the following (such time, the “Termination
Date”):
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(i)
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termination
of the Merger Agreement;
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(ii)
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the
Effective Time; or
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(iii)
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the
mutual written consent of Parent and
Stockholder.
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(b) Sections 9 and 12(e) hereof shall
survive the termination of this Agreement.
SECTION
9. Expenses. All
fees and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such fees
or expenses, whether or not the Merger is consummated.
SECTION
10. Public
Announcements. Stockholder (in his capacity as a stockholder
of the Company and/or signatory to this Agreement) shall not make any public
announcement regarding this Agreement and the transactions contemplated hereby,
without the prior written consent of Parent. Stockholder (a) hereby
authorizes Parent, Merger Sub and the Company to publish and disclose in any
announcement or disclosure in connection with the Merger, including the Proxy
Statement, Stockholder’s identity and ownership of the Shares and the nature of
Stockholder’s obligations under this Agreement, and (b) agrees to furnish
promptly to Parent and the Company any information either of them reasonably
requests for the preparation of any such announcement or
disclosure. Stockholder agrees to notify promptly Parent and the
Company of any required corrections with respect to any information supplied by
him for use in any such announcement or disclosure, if and to the extent that
any such information shall have become false or misleading.
5
SECTION
11. Adjustments. In
the event (a) of any stock dividend, stock split, merger, recapitalization,
reclassification, combination, exchange of shares or the like of the capital
stock of the Company on, of or affecting the Shares or (b) that Stockholder
shall become the beneficial owner of any additional shares of Company Common
Stock, then the terms of this Agreement shall apply to the shares of Company
Common Stock held by Stockholder immediately following the effectiveness of the
events described in clause (a) or Stockholder becoming the beneficial owner
thereof as described in clause (b), as though, in either case, they were Shares
hereunder. In the event that Stockholder shall become the beneficial
owner of any other securities entitling the holder thereof to vote or give
consent with respect to the matters set forth in Section 4
hereof, then the terms of Section 4 hereof
shall apply to such other securities (other than any such securities that would
be encumbered by the Buy-Sell Agreement, which would be treated as Encumbered
Shares hereunder) as though they were Shares hereunder.
SECTION
12. Miscellaneous.
(a) Notices. All
notices, requests, claims, demands and other communications under this Agreement
shall be in writing and shall be deemed given if delivered personally, sent via
electronic mail (receipt confirmed), facsimile (receipt confirmed) or sent by a
nationally recognized overnight courier (providing proof of delivery) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
If to
Stockholder, to:
Xxxxxx X.
Xxxxxx
00000
Xxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000-0000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
If to
Parent or Merger Sub, to:
0000
Xxxxxxx
Xxxxxxxx,
Xxxxxxx, Xxxxxxxxx
X000 0XX
Xxxxxxx
Telephone: x00
(0) 0000 000000
Fax: x00
(0) 0000 000000
Attention: Xxxxx
Xxxxxx
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with a
copy to:
Seyfarth
Xxxx LLP
000 X.
Xxxxxxxx Xxxxxx
Xxxxx
0000
Xxxxxxx,
XX 00000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Attention:
Xxxxxx X. Xxxxx
(b) Headings. 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.
(c) Counterparts; Facsimile or
PDF Signature. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties. This Agreement may be
executed by facsimile or PDF signature and a facsimile or PDF signature shall
constitute an original for all purposes.
(d) Entire Agreement, No
Third-Party Beneficiaries. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter of this
Agreement and (b) except as otherwise expressly provided herein, is not
intended to confer, nor shall it confer, upon any Person other than the parties
hereto any rights or remedies or benefits of any nature whatsoever.
(e) Governing Law,
Jurisdiction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflict of
laws thereof.
(f) Waiver of Jury
Trial. EACH OF PARENT, MERGER SUB AND STOCKHOLDER HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
ACTIONS OF PARENT, MERGER SUB OR STOCKHOLDER IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT
MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION
12(f).
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(g) Assignment. Prior
to the earlier to occur of (i) the termination of the Merger Agreement or
(ii) the consummation of the Merger, 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 any of the parties hereto
without the prior written consent of the other parties, except that Parent and
Merger Sub may assign, in their sole discretion and without the consent of any
other party, any or all of their rights, interests and obligations hereunder to
each other or to one or more direct or indirect wholly owned subsidiaries of
Parent, and any such assignee may thereafter assign, in its sole discretion and
without the consent of any other party, any or all of its rights, interests and
obligations hereunder to one or more additional direct or indirect wholly owned
subsidiaries of Parent; provided, that no
such assignment shall relieve Parent or Merger Sub of any of their respective
obligations under this Agreement. Any assignment in violation of the
preceding sentence shall be void. Subject to the preceding two
sentences, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and
assigns.
(h) Severability of
Provisions. 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, insofar as the foregoing can be accomplished
without materially affecting the economic benefits anticipated by the parties to
this Agreement. 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 to the end that the
transactions contemplated hereby are fulfilled to the extent
possible.
(i) Specific
Performance. The parties agree that irreparable damage would
occur and that the parties would not have any adequate remedy at law 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 federal court located in the
State of Delaware or in Delaware state court, this being in addition to any
other remedy to which they are entitled at law or in equity.
(j) Amendment. No
amendment or modification of this Agreement shall be effective unless it shall
be in writing and signed by each of the parties hereto, and no waiver or consent
hereunder shall be effective against any party unless it shall be in writing and
signed by such party.
(k) Binding
Nature. This Agreement is binding upon and is solely for the
benefit of the parties hereto and their respective successors, legal
representatives and assigns.
(l) No Ownership
Interest. Except as otherwise provided herein, nothing
contained in this Agreement shall be deemed to vest in Parent any direct or
indirect ownership or incidence of ownership of or with respect to the
Shares. All rights, ownership and economic benefits of and relating
to the Shares shall remain vested in and belong to the Stockholder, and Parent
shall have no authority to manage, direct, restrict, regulate, govern, or
administer any of the policies or operations of the Company or exercise any
power or authority to direct the Stockholder in the voting of any of the Shares,
except as otherwise provided herein.
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(m) Non-Survival of
Representations and Warranties. The representations and
warranties of the parties set forth herein shall not survive the closing of the
transactions contemplated hereby and by the Merger Agreement. The
covenants and agreements made herein will survive in accordance with their
respective terms.
[Signature
Page Follows]
9
IN
WITNESS WHEREOF, Parent, Merger Sub and the Stockholder have caused this
Agreement to be duly executed and delivered as of the date first written
above.
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By:
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/s/
Xxxx Xxxxxx
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Name:
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Xxxx
Xxxxxx
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Title:
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Director
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PARKWAY
MERGER SUB, INC.
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By:
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/s/
Xxxx Xxxxxx
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Name:
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Xxxx
Xxxxxx
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Title:
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President
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STOCKHOLDER:
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxx
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SPOUSAL
CONSENT
The
undersigned represents that the undersigned is the spouse of Xxxxxx X. Xxxxxx,
and that the undersigned is familiar with the terms of the foregoing Stockholder
Agreement dated as of September 16, 2009 (the “Agreement”). The
undersigned hereby agrees that the interest of the undersigned’s spouse in all
property which is the subject of such Agreement shall be irrevocably bound by
the terms of such Agreement and by any amendment, modification, waiver or
termination signed by the undersigned’s spouse. The undersigned further agrees
that the undersigned’s community property interest in all property which is the
subject of such Agreement shall be irrevocably bound by the terms of such
Agreement, and that such Agreement shall be binding on the executors,
administrators, heirs and assigns of the undersigned. The undersigned
further authorizes the undersigned’s spouse to amend, modify or terminate such
Agreement, or waive any rights thereunder, and that each such amendment,
modification, waiver or termination signed by the undersigned’s spouse shall be
binding on the community property interest of undersigned in all property which
is the subject of such Agreement and on the executors, administrators, heirs and
assigns of the undersigned, each as fully as if the undersigned had signed such
amendment, modification, waiver or termination.
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Dated:
September 16, 2009
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/s/ Xxx X.
Xxxxxx
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| Xxx X. Xxxxxx |
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SCHEDULE
I
SHARES
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Name
and Address
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Company
Common
Stock
|
Vested
Options
|
Unvested
Options
|
Restricted
Stock
Units
|
|
Xxxxxx
X. Xxxxxx
00000
Xxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000-0000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
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2,213,318
|
-
|
-
|
-
|
|
Xxxxxx
X. Xxxxxx & Xxx X. Xxxxxx JTTEN
00000
Xxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000-0000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
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250,596
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-
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-
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1,875
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TOTAL
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2,463,914
|
-
|
-
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1,875
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I-1
SCHEDULE
II
ENCUMBERED
SHARES
246,779 Shares
II-1
EXHIBIT
A
AGREEMENT
AND PLAN OF MERGER
See
attached.
2
