Exhibit (d)(1)(N)
LOCK UP AGREEMENT
______________ __, 2000
The Xxxxxx Biomechanics Group, Inc.
000 Xxxxxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000
Kanders & Company, Inc.
0 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Re: Lock Up Agreement
Gentlemen:
The undersigned, a holder of common stock, par value $.02 per share
("Common Stock"), or rights to acquire Common Stock or securities convertible
into Common Stock of The Xxxxxx Biomechanics Group, Inc. (the "Company")
understands that Kanders & Company, Inc. ("Kanders & Co.") or an affiliated
entity and other purchasers propose to enter into a Tender Offer Agreement (the
"Tender Offer Agreement") with the Company pursuant to which Kanders & Co. or
such affiliated entity and other purchasers will offer to purchase approximately
75% of the issued and outstanding shares of Common Stock of the Company (the
"Target Shares").
In order to induce Kanders & Co. or such affiliated entity to enter into
the Tender Offer Agreement and to proceed with the purchase of the Target
Shares, the undersigned irrevocably agrees that the undersigned will not,
without the prior written consent of, first, the board of directors of the
Company and, second, assuming such consent has been obtained, the consent of
Kanders & Co., directly or indirectly, make any offer, sale, assignment,
transfer, pledge, hypothecation or other encumbrance, contract to sell, grant of
an option to purchase or sell or other disposition of or enter into any
transaction or device designed to, or which could reasonably be expected to
result in the disposition by any person at any time in the future of any Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock until the third anniversary of the date of this Lock Up Agreement,
subject, however, to the immediately succeeding paragraph hereof.
Upon the consummation of any sale of shares of Common Stock by Kanders &
Co. (other than any such sale or other disposition to any charity, trust or
foundation, and other than any such sale or other disposition in connection with
the estate planning purposes for Xxxxxx X. Xxxxxxx, including, but not limited
to, transfers to family members or trusts for the benefit of family members),
Kanders & Co. shall provide written notice (the "Kanders Notice") to the
undersigned of such sale and the percentage represented by the number of shares
of Common Stock sold by Kanders & Co. in such sale as compared to the total
number of shares of Common Stock owned by Kanders & Co. immediately prior to
such sale (the "Kanders Percentage"). Notwithstanding anything else contained
herein, if, within 14 days after the date of the Kanders Notice the undersigned
notifies Kanders & Co. of his intention to sell up to percentage of shares of
Common Stock equal to the Kanders Percentage, which notice shall specify the
exact number of shares to be sold (the "Sale Notice"), the undersigned shall
sell the number of shares specified in the Sale Notice within the 180 days after
the date of the notice from Kanders & Co.
The undersigned confirms that he understands that Kanders & Co. and the
Company will rely upon the representations set forth in this Agreement in
proceeding with the purchase of the Target Stock. This Agreement shall be
binding on the undersigned and his respective successors, heirs, personal
representatives and assigns.
Very truly yours,
________________________________
Xxxxxx Xxxxxx
