SETTLEMENT AGREEMENT
Exhibit 10.1
This
SETTLEMENT AGREEMENT is made and entered into as of April 16, 2018
(the “Agreement”) by and among
Command Center, Inc., a Washington corporation (the
“Company”), Xxxxxxx Xxxxxx
(the “Investor” or a
“Participant” as defined below) and each of the other
parties listed on Exhibit
A hereto (each, a “Participant” and
collectively with the Investor, the “Participants”). The
Company and the Participants are each referred to herein as a
“Party”
and collectively, the “Parties.”
WHEREAS, the Participants beneficially own the
number of shares of the Company’s common stock, $0.001 par
value per share (the “Common
Stock”), listed on
Exhibit
A hereto;
WHEREAS, on November 24, 2017, the Company filed a
preliminary proxy with the Securities and Exchange Commission (the
“SEC”) nominating and recommending for election
seven director candidates (the “Company Proxy
Statement”) for election
to the Company’s Board of Directors (the
“Board”)
at the Company’s annual meeting of shareholders in fiscal
year 2018 (including any adjournment thereof, the
“Annual
Meeting”);
WHEREAS, on November 29, 2017, Xxxxxxx Xxxxxx
(“Fields”),
Xxxxx Xxxxxxxxxx, Xxxxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxx and Xxxx
Xxxxxxx filed a preliminary proxy statement with the SEC nominating
and recommending for election five director candidates (the
“Fields Proxy
Statement”) for election
to the Board at the Annual Meeting; and
WHEREAS, the Company and the Participants have
reached an agreement with respect to certain matters related to
the Annual Meeting, including
the Company Proxy Statement and the Fields Proxy Statement and
certain other matters, as provided in this
Agreement.
NOW,
THEREFORE, in consideration of the premises and mutual covenants
and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto hereby agree as
follows:
Section
1. Settlement
Covenants.
(a) Nomination
of New Directors.
(i) The
Participants and the Company hereby acknowledge and agree that the
Board will (1) appoint Xxxxxxxx X. Xxxxxxxxx (the
“Investor
Nominee”) to the Board
effective upon execution of this Agreement and (2) nominate the
following slate of directors to be voted upon by shareholders at
the Annual Meeting: the Investor Nominee, Xxxxxxx X. Xxxxxxx, Xx.,
Xxxxxx Xxxxxxxx, Xxxxx Xxxx, R. Xxxxx Xxxxxxxx, XX Xxxxx and Xxxxx
Xxxxxx. The Company shall use its reasonable best efforts to
solicit the vote of shareholders of the Company to elect to the
Board such slate of directors.
1
(ii) If
the Investor Nominee is unable to serve as a director of the
Company due to death or incapacity prior to the Company’s
annual meeting of shareholders in fiscal year 2019, then the
Investor shall be entitled to recommend a replacement director
candidate to fill the resulting vacancy; provided that any such
substitute person so recommended shall be reasonably acceptable to
the Company and shall (a) qualify as “independent”
pursuant to the NASDAQ listing standards and the rules and
regulations of the SEC; (b) satisfy the publicly disclosed
guidelines and policies with respect to service on the Board of
Directors; and (c) agrees to be bound by all policies, codes and
guidelines generally applicable to directors of the Company. The
Company shall make its determinations regarding whether such
proposed replacement director is acceptable and meets the foregoing
criteria within five calendar days after representatives of the
Company have conducted customary in-person interview(s) of such
proposed replacement director candidate (such determination not to
be unreasonably withheld). The Company shall conduct such
interviews as promptly as practicable, but in any case, assuming
reasonable availability of the proposed director candidate, within
five calendar days after the Investor’s submission of such
proposed replacement director candidate’s credentials. The
Company shall take such actions as necessary to appoint such
replacement director candidate to the Board of Directors no later
than five calendar days after Board approval. If the Company does
not elect such replacement director candidate to the Board of
Directors pursuant to this Section, the Company and the Investor
shall continue to follow the procedures of this Section until a
replacement director candidate is elected to the
Board.
(b) No
Increase in Board Size. The
Company agrees to nominate no more than seven directors for
election at the Annual Meeting, all of whom will be nominated to
serve a one-year term. The Company agrees not to increase the size
of the Board until the annual meeting of shareholders in fiscal
year 2019.
(c) Proxy
Solicitation. The Participants
and the Company hereby acknowledge and agree that immediately
following the execution hereof, the Participants will not solicit
proxies for any purpose, including in support for the Fields Proxy
Statement, and will publicly announce that they are supporting the
election of the directors nominated by the
Board.
(d) Director
Fiduciary Duties; Duty of Confidentiality. The Participants understand and acknowledge that
the Investor Nominee, in his or her capacity as a director of the
Company, will (i) owe fiduciary duties to the Company and its
shareholders and (ii) be subject to corporate governance guidelines
and other policies of general application to all directors, which
duties and policies include a duty of confidentiality. The
Participants agree to respect the foregoing duties, agree not to
induce the Investor Nominee to violate any such duties and agree
not to accept from the Investor Nominee any confidential
information of the Company.
(e) Expenses.
The Company will reimburse the Participants for their actual
out-of-pocket expenses incurred in connection with their nomination
of director candidates and related matters, in an amount not to
exceed $100,000, within ten business days of receiving reasonably
satisfactory documentation with respect to such
expenses.
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Section
2. Annual
Meeting.
At
the Annual Meeting, the Participants agree to vote by proxy and
vote all shares of Common Stock beneficially owned by each
Participant and its Affiliates in favor of the election of
directors nominated by the Board. Such proxy will be voted in
accordance with this Agreement as soon as practicable with respect
to the Annual Meeting.
Section
3. Standstill.
(a) Each
Participant agrees that, from the date of this Agreement until the
expiration of the Standstill Period, neither it nor any of its
Affiliates or controlled Associates will, and it will cause each of
its Affiliates and controlled Associates not to, directly or
indirectly, in any manner, acting alone or in concert with
others:
(i) submit
any shareholder proposal (pursuant to Rule 14a-8 promulgated by the
Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of
1934, as amended (the “Exchange
Act”), or otherwise) or
any notice of nomination or other business for consideration, or
nominate any candidate for election to the Board other than as
expressly permitted by this Agreement;
(ii) engage
in, directly or indirectly, any “solicitation” (as
defined in Rule 14a-1 of Regulation 14A) of proxies (or written
consents) or otherwise become a “participant in a
solicitation” (as such term is defined in Instruction 3 of
Schedule 14A of Regulation 14A under the Exchange Act) in
opposition to the recommendation or proposal of the Board, or
recommend or request or induce or attempt to induce any other
person to take any such actions, or seek to advise, encourage or
influence any other person with respect to the voting of the Common
Stock (including any withholding from voting) or grant a proxy with
respect to the voting of the Common Stock or other voting
securities to any person other than to the Board or persons
appointed as proxies by the Board;
(iii) seek
to call, or to request the call of, a special meeting of the
Company’s shareholders, or make a request for a list of the
Company’s shareholders or for any books and records of the
Company;
(iv) form,
join in or in any other way participate in a “partnership,
limited partnership, syndicate or other group” within the
meaning of Section 13(d)(3) of the Exchange Act with respect to the
Common Stock or deposit any shares of Common Stock in a voting
trust or similar arrangement or subject any shares of Common Stock
to any voting agreement or pooling arrangement, other than to the
extent such a group may be deemed to result with the Company or any
of its Affiliates or controlled Associates as a result of this
Agreement;
(v) vote
for any nominee or nominees for election to the Board, other than
those nominated or supported by the Board;
(vi) seek
to place a representative or other Affiliate, Associate or nominee
on the Board or seek the removal of any member of the Board or a
change in the size or composition of the Board;
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(vii) other
than (A) with the consent of the Board, (B) pursuant to a process
authorized by the Board or (C) following the public announcement
with respect to a transaction as described in clause (A) of the
following paragraph proposed by the Company that requires a vote of
the shareholders, acquire or agree, offer, seek or propose to
acquire, or cause to be acquired, ownership (including beneficial
ownership) of any of the assets or business of the Company or any
rights or options to acquire any such assets or business from any
person;
(viii) other
than (A) with the consent of the Board, (B) pursuant to a process
authorized by the Board or (C) following the public announcement
with respect to a transaction as described in clause (A) of the
following paragraph proposed by the Company that requires a vote of
the shareholders, seek, propose or solicit, negotiate with, or
provide any information to any person with respect to, a merger,
consolidation, acquisition of control or other business
combination, tender or exchange offer, purchase, sale or transfer
of assets or securities, dissolution, liquidation, reorganization,
change in structure or composition of the Board, change in the
executive officers of the Company, change in capital structure,
recapitalization, dividend, share repurchase or similar transaction
involving the Company, its subsidiaries or its business, whether or
not any such transaction involves a change of control of the
Company;
(ix) disclose
publicly, or privately in a manner that could reasonably be
expected to become public, any intention, plan or arrangement
inconsistent with the foregoing;
(x) take
any action challenging the validity or enforceability of any
provisions of this Section
3; or
(xi) enter
into any agreement, arrangement or understanding concerning any of
the foregoing (other than this Agreement) or encourage or solicit
any person to undertake any of the foregoing
activities.
Notwithstanding
anything to the contrary in this Agreement, including this Section
3, nothing in this Agreement shall be deemed to prohibit the
Participants from (A) voting for or against (1) any acquisition of
any material assets or businesses of the Company or any of its
subsidiaries, (2) any tender offer or exchange offer, merger,
acquisition or other business combination involving the Company or
any of its subsidiaries, or (3) any recapitalization,
restructuring, liquidation, dissolution or other extraordinary
transaction with respect to the Company or any of its subsidiaries;
(B) communicating privately with the Board or management of the
Company regarding any matter (it being understood that the Board
and management are not required to respond); (C) making any public
statement or announcement with respect to a transaction as
described in clause (A) of this paragraph (1) proposed by the
Company that requires a vote of the shareholders and that is
publicly announced by the Company after the date of this Agreement
or (2) proposed by the Investor that requires a vote of the
shareholders to be consummated and that complies with this
Agreement; or (D) voting for or against any matter requiring
shareholder approval other than with respect to the election of
directors nominated by the Board.
4
(b) For
the avoidance of doubt, and notwithstanding anything herein to the
contrary, nothing in this Section 3 or elsewhere in this Agreement
shall be deemed to in any way restrict, limit or prevent (i) the
Participants from responding to or complying with a validly
instituted legal process that the Participants did not initiate,
encourage, aid or abet; (ii) the Participants from communicating,
on a confidential basis, with their attorneys, accountants or
financial advisors; (iii) the Participants from (A) bringing
litigation, in good faith, to enforce the provisions of this
Agreement or (B) making counterclaims, in good faith, with respect
to any proceeding initiated by, or on behalf of, the Company
against the Participants with respect to this Agreement or the
Participants from purchasing, selling or tendering any shares of
the Company.
(c) Participants
agree that any non-public information provided by the Company or
any of the Company Representatives shall be kept confidential and
not disclosed to any third party, except to the Participant
Representatives, without the Company’s prior written consent.
Participants agree and acknowledge that they are aware of their
obligations under federal and state securities laws regarding the
use of non-public information.
(d) As
used in this Agreement:
(i) the
terms “Affiliate” and “Associate” shall
have the respective meanings set forth in Rule 12b-2 promulgated by
the SEC under the Exchange Act; the terms “beneficial
owner” and “beneficial ownership” shall have the
same meanings as set forth in Rule 13d-3 promulgated by the SEC
under the Exchange Act; and the terms “person” or
“persons” shall mean any individual, corporation
(including not-for-profit), general or limited partnership, limited
liability company, joint venture, estate, trust, association,
organization or other entity of any kind or nature;
(ii) the
term “Standstill Period” shall mean the period
commencing on the date of this Agreement, and ending on the earlier
to occur of (x) such date, if any, as the Company has breached any
of its commitments or obligations set forth in this Agreement that
have not been cured within five business days after notice to the
Company, or (y) the date that is 30 days prior to the first date
that a shareholder may properly notify the Company that it intends
to submit a shareholder proposal under Rule 14a-8 or nominate a
candidate (or candidates) for election as a director at the annual
meeting following the Annual Meeting; and
(iii) the
term “beneficial ownership” of shares shall mean shares
“beneficially owned” within in the meaning afforded
such term by Regulation 13d-3 promulgated under the Exchange
Act.
Section
4. Representations and
Warranties of the Company. The
Company represents and warrants to the Participants that (a) the
Company has the corporate power and authority to execute the
Agreement and to bind it thereto, (b) this Agreement has been duly
and validly authorized, executed and delivered by the Company,
constitutes a valid and binding obligation and agreement of the
Company, and is enforceable against the Company in accordance with
its terms, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws generally affecting the
rights of creditors and subject to general equity principles and
(c) the execution, delivery and performance of this Agreement by
the Company does not and will not violate or conflict with (i) any
law, rule, regulation, order, judgment or decree applicable to it,
or (ii) result in any breach or violation of or constitute a
default (or an event which with notice or lapse of time or both
could become a default) under or pursuant to, or result in the loss
of a material benefit under, or give any right of termination,
amendment, acceleration or cancellation of, any organizational
document, or any material agreement, contract, commitment,
understanding or arrangement to which the Company is a party or by
which it is bound.
5
Section
5. Representations and
Warranties of the Participants.
Each Participant, on behalf of itself, represents and warrants to
the Company that (a) as of the date hereof, such Participant
beneficially owns only the number of shares of Common Stock as
described opposite its name on Exhibit A and Exhibit A includes all
Affiliates of any Participants that own any securities of the
Company beneficially or of record, (b) this Agreement has been duly
and validly authorized, executed and delivered by such Participant,
and constitutes a valid and binding obligation and agreement of
such Participant, enforceable against such Participant in
accordance with its terms, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws generally
affecting the rights of creditors and subject to general equity
principles, (c) such Participant has the authority to execute the
Agreement on behalf of itself and the applicable Participant
associated with that signatory’s name, and to bind such
Participant to the terms hereof and (d) the execution, delivery and
performance of this Agreement by such Participant does not and will
not violate or conflict with (i) any law, rule, regulation, order,
judgment or decree applicable to it, or (ii) result in any breach
or violation of or constitute a default (or an event which with
notice or lapse of time or both could become a default) under or
pursuant to, or result in the loss of a material benefit under, or
give any right of termination, amendment, acceleration or
cancellation of, any organizational document, agreement, contract,
commitment, understanding or arrangement to which such member is a
party or by which it is bound.
Section
6. Mutual
Non-Disparagement.
(a) Each
Participant agrees that, during the Standstill Period, it will not
publicly, and it will cause each of its Affiliates and controlled
Associates not to publicly, directly or indirectly, in any capacity
or manner, make, express, transmit, speak, write, verbalize or
otherwise communicate in any way (or cause, further, assist,
solicit, encourage, support or participate in any of the
foregoing), any remark, comment, message, information, declaration,
communication or other statement of any kind, whether verbal, in
writing, electronically transferred or otherwise, that might
reasonably be construed to be derogatory or critical of, or
negative toward, the Company or any of its then serving directors,
officers, Affiliates, subsidiaries, employees, agents or
representatives (collectively, the “Company
Representatives”), or to
malign, harm, disparage, defame or damage the reputation or good
name of the Company, its business or any of the Company
Representatives.
(b) The
Company hereby agrees that, during the Standstill Period, it will
not publicly, and it will cause each of its Affiliates and
controlled Associates not to publicly, directly or indirectly, in
any capacity or manner, make, express, transmit, speak, write,
verbalize or otherwise communicate in any way (or cause, further,
assist, solicit, encourage, support or participate in any of the
foregoing), any remark, comment, message, information, declaration,
communication or other statement of any kind, whether verbal, in
writing, electronically transferred or otherwise, that might
reasonably be construed to be derogatory or critical of, or
negative toward, any Participant or any of their agents or
representatives (collectively, the “Participant
Representatives”), or to
malign, harm, disparage, defame or damage the reputation or good
name of any Participant or Participant
Representatives.
6
(c) Notwithstanding
the foregoing, nothing in this Section 6
or elsewhere in this Agreement shall
prohibit any Party from (i) taking any action permitted by Section
3 or (ii) making any public statement or disclosure required under
the federal securities laws or other applicable laws;
provided
during the Standstill Period with
regard to Section 6(c)(ii), that such Party must provide written
notice to the other Parties at least two business days prior to
making any such public statement or disclosure required by under
the federal securities laws or other applicable laws that would
otherwise be prohibited by the provisions of this
Section
6, and reasonably consider any
comments of such other Parties.
Section
7. Company
Policies. By the Annual
Meeting, the Investor Nominee will have reviewed the
Company’s policies, procedures, and guidelines applicable to
members of the Board and will have agreed to abide by the
provisions thereof during his service as a director of the Company,
which requests are of the same type and scope as the Company
requests of all members of the Board of
Directors.
Section
8. Compensation.
The Investor Nominee shall be compensated for his services as a
director and shall be reimbursed for his expenses on the same basis
as all other non-employee directors of the Company and shall be
eligible to be granted equity-based compensation on the same basis
as all other non-employee directors of the
Company.
Section
9. Indemnification and
Insurance. The Investor Nominee
shall be entitled to the same rights of indemnification and
directors’ and officers’ liability insurance coverage
as the other non-employee directors of the Company as such rights
may exist from time to time.
Section
10. Demand
Letters. Immediately following
the execution hereof, the Investor will withdraw the
Investor’s demand letter(s) sent to the Company on March 22,
2017 and October 4, 2017.
Section
11. Public
Announcements. Promptly
following the execution of this Agreement, the Company and the
Participants shall jointly issue a mutually agreeable press release
(the “Press
Release”) announcing this
Agreement, substantially in the form attached hereto as
Exhibit
B. Prior to the issuance of the
Press Release, neither the Company nor the Participants shall issue
any press release or public announcement regarding this Agreement
or take any action that would require public disclosure thereof
without the prior written consent of the other Party. No Party or
any of its Affiliates shall make any public statement (including,
without limitation, in any filing required under the Exchange Act)
concerning the subject matter of this Agreement inconsistent with
the Press Release.
Section
12. Specific
Performance. Each of the
Participants, on the one hand, and the Company, on the other hand,
acknowledges and agrees that irreparable injury to the other Party
hereto may occur in the event any of the provisions of this
Agreement are not performed in accordance with their specific terms
or are otherwise breached and that such injury would not be
adequately compensable in monetary damages. It is accordingly
agreed that the Participants or any Participant, on the one hand,
and the Company, on the other hand (the “Moving
Party”), shall each be
entitled to specific enforcement of, and injunctive or other
equitable relief to prevent any violation of, the terms hereof, and
the other Party hereto will not take action, directly or
indirectly, in opposition to the Moving Party seeking such relief
on the grounds that any other remedy or relief is
available.
7
Section
13. Notice.
Any notices, consents, determinations, waivers or other
communications required or permitted to be given under the terms of
this Agreement must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by email (provided confirmation of transmission
is mechanically or electronically generated and kept on file by the
sending Party); or (iii) one (1) business day after deposit with a
nationally recognized overnight delivery service, in each case
properly addressed to the Party to receive the same. The addresses
and facsimile numbers for such communications shall
be:
To the Company:
0000
X. Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx,
Xxxxxxxx 00000
Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx
Attn: Xxxxxxx
Xxxxxxxx, Associate General Counsel
with
a copy to (which shall not constitute notice):
Xxxxxx
& Xxxxxxx LLP
00000
Xxxxxxxxxxxxx Xxxx.,
Xxxxx
0000 Xxx Xxxxxxx, XX 00000
E-mail: xxxxxx.xxxxxxx@xx.xxx
Attention: Xxxxxx X. Xxxxxxx
To the Participants:
Xxxxxxx
Xxxxxx
c/o
Echo Lake Capital
000
Xxxxxxx Xxxxxx, Xxxxx 00X
Xxx
Xxxx, XX 00000
Email: xx@xxxxxxxxxxxxxxx.xxx
with
a copy to (which shall not constitute notice):
Xxxxx
& Xxxxxxx LLP
000
Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000-0000
Email:
XXxxxxx@xxxxx.xxx
XXxxxxxxx@xxxxx.xxx
Attention: Xxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxxxx
Section
14. Governing
Law. This Agreement shall be
governed by, and construed in accordance with, the Law of the State
of Washington, without regard to conflict of law principles
thereof.
8
Section
15. Exclusive
Jurisdiction. Each Party to
this Agreement (i) irrevocably and unconditionally submits to the
personal jurisdiction of the state courts of the State of Colorado
and the federal courts of the United States of America located in
the State of Colorado, (ii) agrees that it will not attempt to deny
or defeat such personal jurisdiction by motion or other request for
leave from any such court, (iii) agrees that any actions or
proceedings arising in connection with this Agreement or the
transactions contemplated by this Agreement shall be brought, tried
and determined only in the state and federal courts for or in the
State of Colorado, (iv) waives any claim of improper venue or any
claim that those courts are an inconvenient forum and (v) agrees
that it will not bring any action relating to this Agreement or the
transactions contemplated hereunder in any court other than as
specified in clause (iii) of this Section
16.
Section
16. Waiver of Jury
Trial. Each Party acknowledges
and agrees that any controversy which may arise under this
Agreement is likely to involved complicated and difficult issues
and, therefore, each such Party irrevocably and unconditionally
waives any right it may have to a trial by jury in respect of any
legal action directly or indirectly arising out of or relating to
this agreement or the transactions contemplated by this Agreement.
Each Party to this Agreement certifies and acknowledges that (a) no
representative of any other Party has represented, expressly or
otherwise, that such other Party would not seek to enforce the
foregoing waiver in the event of a legal action, (b) such Party has
considered and understands the implications of this waiver, (c)
such Party makes this waiver voluntarily, and (d) such Party has
been induced to enter into this Agreement by, among other things,
the mutual waivers and certifications in this Section
16.
Section
17. Entire
Agreement. This Agreement
constitutes the full and entire understanding and agreement among
the Parties with regard to the subject matter hereof, and
supersedes all prior agreements with respect to the subject matter
hereof.
Section
18. Receipt of Adequate
Information; No Reliance; Representation by
Counsel. Each Party
acknowledges that it has received adequate information to enter
into this Agreement, that is has not relied on any promise,
representation or warranty, express or implied not contained in
this Agreement and that it has been represented by counsel in
connection with this Agreement. Accordingly, any rule of law or any
legal decision that would provide any Party with a defense to the
enforcement of the terms of this Agreement against such Party shall
have no application and is expressly waived. The provisions of the
Agreement shall be interpreted in a reasonable manner to effect the
intent of the Parties.
Section
19. Severability.
If any provision of this Agreement is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of
this Agreement shall remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or
degree shall remain in full force and effect to the extent not held
invalid or unenforceable. The Parties further agree to replace such
invalid or unenforceable provision of this Agreement with a valid
and enforceable provision that will achieve, to the extent
possible, the purposes of such invalid or unenforceable
provision.
9
Section
20. Amendment.
This Agreement may be modified, amended or otherwise changed only
in a writing signed by all of the Parties.
Section
21. Successors and
Assigns; No Third Party Beneficiaries. This Agreement shall bind the successors and
permitted assigns of the Parties, and inure to the benefit of any
successor or permitted assign of any of the parties;
provided,
however,
that no Party may assign this Agreement without the prior written
consent of the other Parties. No provision of this Agreement is
intended to confer any rights, benefits, remedies, obligations, or
liabilities hereunder upon any person other than the Parties hereto
and their respective successors and assigns.
Section
22. Counterparts.
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 the other Parties hereto.
Counterparts delivered by electronic transmission shall be deemed
to be originally signed counterparts.
[Remainder of this page intentionally left blank]
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IN
WITNESS WHEREOF, the Parties hereto have duly executed and
delivered this Agreement as of the date first above
written.
By: /s/ Xxxxxxx X. Xxxxxxx
Xx.
Name:
Xxxxxxx X. Xxxxxxx Xx.
Title:
CEO
PARTICIPANTS:
XXXXXXX XXXXXX
/s/ Xxxxxxx Xxxxxx
ECHO LAKE CAPITAL
By: Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
XXXXX XXXXXXXXXX
/s/ Xxxxx Xxxxxxxxxx
XXXXXXXX X. XXXXXXXXX
/s/ Xxxxxxxx X. Xxxxxxxxx
XXXXXXX XXXX
/s/ Xxxxxxx Xxxx
XXXX XXXXXXX
/s/ Xxxx Xxxxxxx
11
EXHIBIT A
|
Participant
|
|
Shares of Common Stock Beneficially Owned
|
|
Echo Lake Capital
|
|
None
|
|
Xxxxxxx Xxxxxx
|
|
237,281
|
|
Xxxxx Xxxxxxxxxx
|
|
None
|
|
Xxxxxxxx X. Xxxxxxxxx
|
|
None
|
|
Xxxxxxx Xxxx
|
|
None
|
|
Xxxx Xxxxxxx
|
|
None
|
12
EXHIBIT B
Press Release attached
13
Command
Center Reaches Agreement with Xxxxxxx Xxxxxx of
Echo
Lake Capital
DENVER, Colorado – April 16, 2018 – Command
Center, Inc. (OTCQB: CCNI), a national provider of on-demand and
temporary staffing solutions, and Xxxxxxx Xxxxxx of Echo Lake
Capital jointly announce today that they have entered into a
settlement agreement. Under the settlement agreement, Command
Center will appoint Xxxxxxxx X. Xxxxxxxxx to its board of directors
and will nominate a designated slate of seven directors for
election at its upcoming annual meeting, consisting of Xxxxxxxx X.
Xxxxxxxxx, Xxxxxxx X. Xxxxxxx, Xx., Xxxxxx Xxxxxxxx, Xxxxx Xxxx, R.
Xxxxx Xxxxxxxx, XX Xxxxx and Xxxxx Xxxxxx.
All
parties to the agreement have agreed to vote their shares of
Command Center stock in favor of the election of the designated
slate, and Xxxxxxx Xxxxxx has agreed to not solicit proxies in
support of its previously filed preliminary proxy
statement.
“We
are pleased to have reached a resolution that we believe is in the
best interests of all shareholders,” said Xxxx Xxxxxxx,
Command Center CEO. “We believe this settlement demonstrates
our board and management team’s fervent commitment to
achieving Command Center’s full potential. To that end, we
will continue to work constructively with Xx. Xxxxxx and with all
other shareholders to maximize shareholder
value.”
Xxxxxxx
Xxxxxx commented: “Since I first called for changes in the
company’s leadership, there have been several important
developments. The company’s Chairman has resigned, the
CEO has resigned and a non-executive Board Director has resigned.
In addition, a current Board Member will not be nominated for
re-election at the upcoming shareholder meeting. I am optimistic
that these four people have been replaced with individuals who have
the skill set and motivation necessary to act in the best interests
of all shareholders.”
About Command Center
Command Center provides flexible on-demand employment solutions to
businesses in the United States, primarily in the areas of light
industrial, hospitality and event services. Through 67 field
offices in 23 states, the company provides employment annually for
approximately 33,000 field team members working for over 3,200
clients. For more information about Command Center, go to
xxxxxxxxxxxxx.xxx.
14
Important Cautions Regarding Forward-Looking
Statements
This
news release contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying
assumptions and other statements that are other than statements of
historical facts. These statements are subject to uncertainties and
risks, including, but not limited to, national, regional and local
economic conditions, the availability of workers’
compensation insurance coverage, the availability of capital and
suitable financing for the company's activities, the ability to
attract, develop and retain qualified store managers and other
personnel, product and service demand and acceptance, changes in
technology, the impact of competition and pricing, government
regulation, and other risks set forth in our most recent reports on
Forms 10-K and 10-Q filed with the Securities and Exchange
Commission, copies of which are available on our website at
xxx.xxxxxxxxxxxxx.xxx
and the SEC website at xxx.xxx.xxx.
All such forward-looking statements, whether written or oral, and
whether made by or on behalf of the company, are expressly
qualified by these cautionary statements and any other cautionary
statements which may accompany the forward-looking statements. In
addition, the company disclaims any obligation to update any
forward-looking statements to reflect events or circumstances after
the date hereof.
Xxxx
Xxxxx
Xxxxxxx
Tel
000-000-0000
XXXX@xxxxxxx.xxx
15
