SUPPORT AGREEMENT
Exhibit 2.2
EXECUTION VERSION
This SUPPORT AGREEMENT (this “Agreement”), is dated as of May 11, 2009, by and among
Ixia, a California corporation (“Parent”), Xxxxx Acquisition Company, a Nevada corporation
and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and the stockholders listed
on the signature pages hereto (each a “Stockholder” and collectively, the
“Stockholders”). All capitalized terms used but not defined in this Agreement shall have
the meanings ascribed to them in the Merger Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Parent, Merger Subsidiary, and Catapult Communications Corporation, a Nevada
corporation (the “Company”), are simultaneously with the execution of this Agreement
entering into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended,
supplemented or modified from time to time in accordance with its terms, the “Merger
Agreement”), providing for, among other things, Merger Subsidiary to commence a cash tender
offer (the “Offer”) to purchase all outstanding shares of common stock, par value $0.001,
of the Company (the “Shares”) at a price of $9.25 per Share, net to the holder thereof in
cash without interest (such price, or any higher price as may be paid in the Offer in accordance
with the Merger Agreement, the “Offer Price”), followed by the subsequent merger of Merger
Subsidiary with and into the Company (the “Merger”) with the Company surviving the merger
as a direct or indirect wholly owned subsidiary of Parent in accordance with the Nevada Revised
Statutes, pursuant to which each Share that is not tendered and accepted pursuant to the Offer
(other than Shares owned by Parent or any direct or indirect wholly owned subsidiary of Parent or
the Company) will thereupon be canceled and converted into the right to receive cash in an amount
equal to the Offer Price, in each case, on the terms and conditions set forth in the Merger
Agreement; and
WHEREAS, as of the date hereof, each Stockholder is the record and/or beneficial owner of the
number of Shares set forth, and in the manner reflected, on Attachment A hereto (the
“Owned Shares”); and
WHEREAS, as a condition to Parent’s and Merger Subsidiary’s willingness to enter into and
perform their respective obligations under the Merger Agreement, Parent and Merger Subsidiary have
required that each Stockholder agree, and each Stockholder has agreed, upon the terms and subject
to the conditions of this Agreement, (i) to tender in the Offer (and not withdraw) all of such
Stockholders’ Owned Shares as well as any Shares acquired by such Stockholder after the execution
of this Agreement (all of which, after so acquired, shall constitute Owned Shares), whether upon
the exercise of options, conversion of convertible securities or otherwise, and any other Shares
which such Stockholder has “beneficial ownership” (as determined pursuant to Rule 13d-3 under the
Exchange Act), including pursuant to any Contract (whether acquired heretofore or hereafter)
(collectively with the Owned Shares, the “Voting Shares”), and (ii) that in the event that
a vote of the Company’s stockholders is required to approve the Merger Agreement, such Stockholder
will vote all of such Stockholders’ Voting Shares in favor of any such proposal, and (iii) to take
the other actions described herein; and
WHEREAS, each Stockholder desires to express its support for the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger;
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration given to each party hereto, the receipt of which is hereby acknowledged, the parties
agree as follows:
1. Agreement to Tender and Vote, Irrevocable Proxy.
1.1 Agreement to Tender. So long as the Expiration Time has not occurred, each
Stockholder hereby agrees that promptly after the commencement of the Offer, such Stockholder
shall validly tender its Owned Shares to Merger Subsidiary pursuant to and in accordance with the
terms of the Offer. Each Stockholder agrees that, once such Owned Shares are tendered, such
Stockholder shall not withdraw any of such Owned Shares from the Offer unless the Expiration Time
shall have occurred, provided, however, that (x) such Stockholder shall not be
required, for purposes of this Agreement, to exercise any unexercised Company Stock Options held
by such Stockholder (it being acknowledged and agreed, however, that such Stockholder shall
consider in good faith any reasonable requests by Parent that such Stockholder exercise any
unexercised Company Stock Options held by such Stockholder with an exercise price below the Offer
Price in order (A) to satisfy the Minimum Condition or (B) to exercise the Top-Up Option), and (y)
such Stockholder shall not have any obligation under this Section 1.1 to tender such Owned Shares
into the Offer if that tender would cause Stockholder to incur liability under Section 16(b) of
the Exchange Act.
1.2 Agreement to Vote. Each Stockholder hereby agrees that, so long as the
Expiration Time has not occurred, at any meeting of the stockholders of the Company, however
called, or any adjournment or postponement thereof, or in connection with any written consent of
the stockholders of the Company, such Stockholder shall be present (in person or by proxy) and
vote (or cause to be voted) all of its Voting Shares or act by written consent (a) in favor of
approval of the Merger Agreement and the transactions contemplated thereby, including the Merger;
and (b) against approval of any Acquisition Proposal and against any action or agreement that
would, or would reasonably be expected to, impair the ability of Parent and Merger Subsidiary to
complete the Offer or the Merger, the ability of the Company to consummate the Merger, or that
would otherwise be inconsistent with, prevent, impede or delay the consummation of the
transactions contemplated by the Merger Agreement.
1.3 Irrevocable Proxy. Solely with respect to the matters described in Section 1.2,
from and until the Expiration Time, each Stockholder hereby irrevocably appoints Parent as its
attorney and proxy with full power of substitution and resubstitution, to the full extent of such
Stockholder’s voting rights with respect to such Stockholder’s Voting Shares (which proxy is
irrevocable and which appointment is coupled with an interest) to vote all such Stockholder’s
Voting Shares solely on the matters described in Section 1.2 and in accordance therewith. Each
Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to
confirm and effectuate the grant of the proxy contained in this Section 1.3. Such proxy shall
automatically terminate at the Expiration Time. Each Stockholder revokes any proxies previously
granted with respect to such Stockholder’s Voting Shares.
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2. Representations and Warranties of Stockholders. Each Stockholder hereby
represents and warrants to Parent and Merger Subsidiary as follows:
2.1 Due Organization. Such Stockholder, if a corporation or other entity, has been
duly organized, is validly existing and is in good standing (to the extent such concept exists)
under the laws of the jurisdiction of its formation or organization.
2.2 Power; Due Authorization, Binding Agreement. Such Stockholder has full legal
capacity, power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by such Stockholder and, assuming this Agreement constitutes a
valid and binding agreement of Parent and Merger Sub, constitutes a valid and binding agreement of
such Stockholder, enforceable against such Stockholder in accordance with its terms, except that
enforceability may be subject to the effect of any applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors
rights generally and to general principles of equity. Any right which any spouse of Stockholder
may have in and to the Owned Shares will not in any manner affect such Stockholder’s legal right
and ability to execute, deliver and perform this Agreement.
2.3 Ownership of Shares. On the date hereof, the Owned Shares set forth opposite
such Stockholder’s name on Attachment A hereto are owned of record and/or beneficially by
such Stockholder in the manner reflected thereon and include all of the Voting Shares owned of
record and/or beneficially by such Stockholder, free and clear of any claims, liens, encumbrances
and security interests, except (if applicable) as set forth on Attachment A hereto, which
encumbrances or other items do not affect in any respect the ability of such Stockholder to
perform such Stockholder’s obligations hereunder. As of the date hereof, such Stockholder has,
and as of the expiration of the Offer and at any stockholder meeting of the Company in connection
with the Merger Agreement and the transactions contemplated thereby, such Stockholder (together
with any such entity) will have (except as otherwise permitted by this Agreement), sole voting
power (to the extent such securities have voting power) and sole dispositive power with respect to
all of the Owned Shares set forth opposite such Stockholder’s name on Attachment A, except
as otherwise reflected on Attachment A.
2.4 No Conflicts. Except for filings that may be required under the Exchange Act, the
execution and delivery of this Agreement by such Stockholder does not, and the performance of the
terms of this Agreement by such Stockholder will not, (a) require such Stockholder to obtain the
consent or approval of, or make any filing with or notification to, any Governmental Authority,
(b) require the consent or approval of any other person pursuant to any Contract to which such
Stockholder is a party or to which its Owned Shares are bound that would adversely affect
Stockholder’s ability to perform its obligations hereunder, (c) conflict with or violate any
organizational document or Applicable Law or Order applicable to such Stockholder or pursuant to
which any of its Owned Shares are bound that would adversely affect Stockholder’s ability to
perform its obligations hereunder, or (d) violate any other Contract to which such Stockholder is
a party including, without limitation, any voting agreement, stockholders agreement, irrevocable
proxy or voting trust, that would adversely affect Stockholder’s ability to perform its
obligations hereunder. Except for this Agreement, such
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Stockholder’s Voting Shares are not, with respect to the voting or transfer thereof, subject
to any agreement, including any voting agreement, stockholders agreement, irrevocable proxy or
voting trust.
2.5 Acknowledgment. Such Stockholder understands and acknowledges that each of
Parent and Merger Subsidiary is entering into the Merger Agreement in reliance upon such
Stockholder’s execution, delivery and performance of this Agreement.
3. Representations and Warranties of Parent and Merger Subsidiary. Each of Parent
and Merger Subsidiary hereby represents and warrants to the Stockholders as follows:
3.1 Power; Due Authorization, Binding Agreement. Parent and Merger Subsidiary are
each corporations duly organized, validly existing and in good standing under the laws of their
jurisdiction of organization. Parent and Merger Subsidiary have full corporate power and
authority to execute and deliver this Agreement, to perform their obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery of this Agreement by
Parent and Merger Subsidiary and the consummation by Parent and Merger Subsidiary of the
transactions contemplated hereby have been duly and validly authorized by all necessary corporate
action on the part of Parent and Merger Subsidiary, and no other proceedings on the part of Parent
and Merger Subsidiary are necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent
and Merger Subsidiary and, assuming this Agreement constitutes a valid and binding agreement of
each Stockholder, constitutes a valid and binding agreement of Parent and Merger Subsidiary,
except that enforceability may be subject to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting or relating to the
enforcement of creditors rights generally and to general principles of equity.
3.2 No Conflicts. The execution and delivery of this Agreement by Parent and Merger
Subsidiary does not, and the performance of the terms of this Agreement by Parent and Merger
Subsidiary will not, (a) require Parent or Merger Subsidiary to obtain the consent or approval of,
or make any filing with or notification to, any Governmental Authority, (b) require the consent or
approval of any other person pursuant to any Contract to which Parent or Merger Subsidiary are
party or to which its properties or assets are bound, (c) conflict with or violate any
organizational document or Applicable Law or Order applicable to Parent or Merger Subsidiary or
pursuant to which any of its or its subsidiaries’ respective assets are bound or (d) violate any
Contract to which Parent or Merger Subsidiary or any of their subsidiaries is a party.
4. Certain Covenants of the Stockholders. Each Stockholder hereby covenants and
agrees with Parent and Merger Subsidiary as follows:
4.1 Restriction on Transfer, Proxies and Non-Interference. Each Stockholder hereby
agrees, prior to the Expiration Time, not to (a) other than as may be specifically required by an
Order or Applicable Law, sell, transfer, pledge, encumber (except as set forth on Attachment
A or due to this Agreement), assign or otherwise dispose of, or enter into any Contract with
respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or
limitation on the voting rights of, any of its Voting Shares (any such action, a
“Transfer”),
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provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any
options to purchase Voting Shares or prohibit Stockholder from making Transfers of Voting Shares by
will or by operation of law or other transfers for estate planning purposes, in which case this
Agreement shall bind the transferee, or as Parent may otherwise agree in writing in its sole
discretion, (b) grant any proxies or powers of attorney, deposit any Voting Shares into a voting
trust or enter into a voting agreement with respect to any Voting Shares, (c) take any action that
would cause any representation or warranty of such Stockholder contained herein to become untrue or
incorrect or have the effect of preventing or disabling Stockholder from performing its obligations
under this Agreement, or (d) commit or agree to take any of the foregoing actions. Any action
taken in violation of the foregoing sentence shall be null and void ab initio and each Stockholder
agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer by
a Stockholder of any of such Stockholder’s Voting Shares shall occur (including, but not limited
to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s
or court sale), the transferee (which term, as used herein, shall include any and all transferees
and subsequent transferees of the initial transferee) shall take and hold such Voting Shares
subject to all of the restrictions, liabilities and rights under this Agreement, which shall
continue in full force and effect until valid termination of this Agreement.
4.2 Additional Shares. Any Voting Shares acquired by a Stockholder and any other
Voting Shares to which a Stockholder acquires “beneficial ownership” (as determined pursuant to
Rule 13d-3 under the Exchange Act), if any, after the date hereof shall be subject to the terms of
this Agreement as though owned by such Stockholder on the date hereof.
4.3 No Limitations on Actions. Each Stockholder signs this Agreement solely in its
capacity as the record and/or beneficial owner, as applicable, of Voting Shares, and not in such
Stockholder’s capacity as a director, officer or employee of the Company or any of its
Subsidiaries or in such Stockholder’s capacity as a trustee or fiduciary of any employee benefit
plan or trust, it being understood that this Agreement shall apply to such Stockholder solely in
such Stockholder’s capacity as a stockholder of the Company. Any trustee who signs this Agreement
on behalf of a Stockholder that is a trust is signing only in his fiduciary capacity and not as an
individual. 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 or her fiduciary duties consistent with the terms of the
Merger Agreement as a director and/or officer of the Company or in his or her 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 or her capacity as
such director, officer, trustee and/or fiduciary, it being understood that this Agreement shall
apply to such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company.
5. Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith,
each Stockholder shall and hereby does authorize the Company or the Company’s counsel to notify
the Company’s transfer agent that there is a stop transfer order with respect to all of such
Stockholder’s Voting Shares. At the request of Parent and Merger Subsidiary, each Stockholder
shall cause to be provided to Parent and Merger Subsidiary evidence of such stop transfer order.
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6. Miscellaneous.
6.1 Termination of this Agreement. This Agreement shall terminate upon the earlier
to occur of (i) the termination of the Merger Agreement in accordance with its terms, (ii) at any
time upon notice by Parent to Stockholders, (iii) the Effective Time of the Merger or (iv) such
date and time as any amendment to the Merger Agreement or the Offer is effected without
Stockholder’s consent that decreases the Offer Price (the earliest of the foregoing, the
“Expiration Time”).
6.2 Effect of Termination. At the Expiration Time, this Agreement shall become void
and of no effect with no liability on the part of any party hereto; provided,
however, no such termination shall relieve any party hereto from any liability for any
breach of this Agreement occurring prior to such termination.
6.3 Entire Agreement; Assignment. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all prior agreements
and understandings, both oral and written, between the parties with respect to the subject matter
hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any
other person any right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement. This Agreement shall not be assigned by operation of law or otherwise and shall be
binding upon and inure solely to the benefit of each party hereto.
6.4 Amendments. This Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement executed by each of
the parties hereto.
6.5 Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,
If to a Stockholder, to the address set forth next to such Stockholder’s name on
Attachment A hereto,
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Xx.
Facsimile No.: (000) 000-0000
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Xx.
Facsimile No.: (000) 000-0000
and a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
One Market Street, Spear Tower
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Facsimile No.: (000) 000-0000
One Market Street, Spear Tower
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Facsimile No.: (000) 000-0000
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and a copy to:
Cooley Godward Kronish LLP
Five Palo Alto Square
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxxxx
Facsimile: 650/849-7400
Five Palo Alto Square
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxxxx
Facsimile: 650/849-7400
If to Parent or Merger Subsidiary:
Ixia
00000 X. Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: President and Chief Executive Officer
Facsimile No.: 000-000-0000
00000 X. Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: President and Chief Executive Officer
Facsimile No.: 000-000-0000
with a copy to:
Xxxxx Xxxx LLP
000 Xxxxxxxx, Xxxxx 000
Xxxxx Xxxxxx Xxxxxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
000 Xxxxxxxx, Xxxxx 000
Xxxxx Xxxxxx Xxxxxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
or to such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a
Business Day in the place of receipt. Otherwise, any such notice, request or communication shall
be deemed to have been received on the next succeeding Business Day in the place of receipt.
6.6 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of law rules of such state,
except to the extent that Nevada Law mandatorily applies to the matters arising under or in
connection with this Agreement.
6.7 Jurisdiction. The parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby shall be brought in a federal court sitting
in the State of Delaware or the Delaware Chancery Court, so long as one of such courts shall have
subject matter jurisdiction over such suit, action or proceeding, and that any cause of action
arising out of this Agreement shall be deemed to have arisen from a transaction of business in the
State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding in any such court
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or that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such court. Without
limiting the foregoing, each party agrees that service of process on such party as provided in
Section 6.5 shall be deemed effective service of process on such party.
6.8 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.9 Counterparts, Effectiveness. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement shall become effective when each party
hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until
and unless each party has received a counterpart hereof signed by the other party hereto, this
Agreement shall have no effect and no party shall have any right or obligation hereunder (whether
by virtue of any other oral or written agreement or other communication).
6.10 Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party. Upon such a determination, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
6.11 Specific Performance. The parties hereto agree that irreparable damage would
occur if any provision of this Agreement were not performed in accordance with the terms hereof and
that the parties shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement or to enforce specifically the performance of the terms and provisions hereof in any
court specified in Section 6.7, in addition to any other remedy to which they are entitled at law
or in equity.
6.12 Remedies. Each Stockholder recognizes and acknowledges that a breach by it of
any covenants or agreements contained in this Agreement will cause Parent and Merger Subsidiary to
sustain irreparable injury and damages, for which money damages would not provide an adequate
remedy, and therefore each Stockholder agrees that in the event of any such breach by a
Stockholder, Parent and Merger Subsidiary shall be entitled to the remedy of specific performance
of such covenants and agreements and injunctive and other equitable relief to enforce each and
every provision of this Agreement.
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6.13 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.
(Signature page immediately follows.)
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IN WITNESS WHEREOF, the parties hereto have caused this Support Agreement to be duly executed
as of the day and year first above written.
| IXIA | ||||
By:
|
/s/ Xxxx Xxxxxxxxx | |||
Name:
|
Xxxx Xxxxxxxxx | |||
Title:
|
President & CEO | |||
| XXXXX ACQUISITION COMPANY | ||||
By:
|
/s/ Xxxx Xxxxxxxxx | |||
Name:
|
Xxxx Xxxxxxxxx | |||
Title:
|
President & CEO | |||
| STOCKHOLDERS: | ||||
| /s/ Xxxxxxx X. Xxxx | ||||
| XXXXXXX X. XXXX | ||||
| /s/ Xxxxx X. Xxxx | ||||
| XXXXX X. XXXX | ||||
(Signature page to Support Agreement)
ATTACHMENT A
| Stockholder | Address | Owned Shares | Details of Ownership | |||
Xx. Xxxxxxx X. Xxxx
|
000 Xxxxxx Xxxxx, Xxxx Xxxx, XX 00000 |
2,844,768 shares of
Company Common
Stock* 315,000 shares of Company Common Stock underlying Company Stock Options |
*Includes 92,328 shares of Company Common Stock held by trusts for the benefit of Xx. Xxxx’x children of which Xx. Xxxx is a trustee. Xx. Xxxx has voting and dispositive control over such shares. | |||
Xxxxx X. Xxxx
|
000 Xxxxxxxx Xxxxx, Xxxx Xxxx, XX 00000 |
1,347,281 shares of
Company Common
Stock** 50,000 shares of Company Common Stock underlying Company Stock Options |
**Includes 61,328 shares of Company Common Stock held by trusts for the benefit of Xx. Xxxx’x children of which Xx. Xxxx is a trustee. Xx. Xxxx has voting and dispositive control over such shares. |
