AGREEMENT
Exhibit 99.2
This Agreement, dated as of October 25, 2006 (“Agreement”), is by and among X. Xxxxxxxx, Inc.,
a Delaware corporation (the “Company”), and the other persons and entities that are signatories
hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington
Group) which are or may be deemed to be the members of a “group” with respect to the common stock
of the Company, par value $1.00 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated
by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
WHEREAS, (i) the Barington Group has publicly stated that it intends to solicit proxies for
the election of its own opposition slate of nominees (the “Proxy Solicitation”) for election to the
Company’s board of directors (the “Board”) at the 2006 annual meeting of stockholders of the
Company (the “2006 Annual Meeting”) and has taken certain actions in furtherance thereof, (ii)
Barington Companies Equity Partners, L.P. (“Barington”) delivered a demand letter (the “Demand
Letter”) to the Company on September 22, 2006, demanding, pursuant to Section 220 of the Delaware
General Corporation Law and the common law of the State of Delaware (“Delaware law”), copies of
certain books, records and documents of the Company (the “Demanded Records”) and (iii) Barington
filed a lawsuit against the Company with the Delaware Court of Chancery entitled Barington
Companies Equity Partners, L.P. x. X. Xxxxxxxx, Inc. (Case No. 2467-N) seeking an order
directing the Company to permit Barington to exercise its right as a stockholder to inspect and
copy the Demanded Records under Delaware Law (the “Action”); and
WHEREAS, the Company and each of the members of the Barington Group have determined that the
interests of the Company and its stockholders would be best served by, among other things, avoiding
the Proxy Solicitation and the Action and believe that entering into this Agreement is in the best
interests of the Company and its stockholders.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Representations and Warranties of the Company. The Company hereby represents and
warrants to the Barington Group that (i) this Agreement has been duly authorized, executed and
delivered by the Company, and is a valid and binding obligation of the Company, 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 (ii)
neither the execution of this Agreement nor the consummation of any of the transactions
contemplated hereby nor the fulfillment of the terms hereof, in each case in accordance with the
terms hereof, will conflict with, result in a breach or violation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to
the terms of any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to
which the Company or any of its subsidiaries is a party or bound or to which its or their
property is subject.
2. Representations and Warranties of the Barington Group. Each member of the
Barington Group represents and warrants to the Company that (i) this Agreement has been duly
authorized, executed and delivered by such member, and is a valid and binding obligation of such
member, enforceable against such member 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; (ii) as of the date of this Agreement, the Barington Group and its members’
respective Affiliates and Associates currently own in the aggregate 2,816,536 shares of Common
Stock and (iii) any person who joins the Barington Group after the date hereof, as such group is
reported pursuant to Rule 13d-5 promulgated by the SEC under the Securities Exchange Act, shall
agree to comply with the provisions of Section 8 of this Agreement during the term hereof.
3. Barington Letter. Barington hereby withdraws its letter dated October 9, 2006 to
the Secretary of the Company providing Notice to the Secretary of the intention of Barington to
nominate persons for election as directors at the 2006 Annual Meeting (the “Barington Letter”).
4. Inspection of Books, Records and Documents. Barington will promptly file with the
Delaware Court of Chancery a notice of dismissal of the Action after the execution and delivery of
this Agreement by the parties hereto.
5. Board Matters.
(a) The Company shall (i) include Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxx and
Xxxxxxx X. XxXxxxx, Xx. (“XxXxxxx”) on the Board’s slate of nominees for election as Class II
directors of the Company at the 2006 Annual Meeting for a three-year term ending at the Company’s
2009 Annual Meeting and until their successors have been duly elected and qualified and (ii) use
its reasonable best efforts to cause the election of such directors at the Company’s 2006 Annual
Meetings including, without limitation, recommending that the Company’s stockholders vote in favor
of the election of the directors at the annual meeting and voting the shares of Common Stock
represented by all proxies granted by stockholders in connection with the solicitation of proxies
by the Board of Directors in connection with the meeting in favor of such directors, except for
such proxies that specifically indicate a vote to withhold authority with respect to such
directors. Neither the Board nor the Company shall take any position, make any statements or take
any action inconsistent with such recommendations. The Company shall use its reasonable best
efforts to hold the 2006 Annual Meeting no later than December 7, 2006, but, in any event, the 2006
Annual Meeting shall not be held later than December 15, 2006.
(b) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election
as Class II directors of the Company at the 2006 Annual Meeting, provided that such slate consists
of the director nominees set forth in Section 5(a)(i) above. No member of the Barington Group shall
take any position, make any statements or take any action inconsistent with the foregoing.
(c) If at any time during the term of the Class II directors to be elected at the 2006 Annual
Meeting there shall occur a vacancy in the Board seat previously occupied by XxXxxxx or during the
term of the Class III directors serving as of the date hereof there shall occur a vacancy in the
Board seat previously occupied by Xxxxx X. Xxxxxxxxxxx (“Xxxxxxxxxxx”) by reason of the
resignation, removal, death or incapacity of either of them, then the Company shall take all
necessary action to promptly fill such vacancy by a person nominated by the Barington Group having
reasonably appropriate business experience and background; provided, however, that if the reason
for such vacancy is the voluntary resignation of XxXxxxx, then such nomination shall be subject to
approval by the Board, which approval shall not be unreasonably withheld or delayed.
(d) During the term of the Class III directors serving as of the date hereof, Xxxxxxxxxxx (i)
shall continue to serve on the Executive Committee, (ii) shall continue to serve on another
standing committee of the Board (including, without limitation, the Audit Committee, the Nominating
and Corporate Governance Committee and the Compensation Committee) and (iii) shall be appointed to
serve on the Special Committee created pursuant to Section 7 hereof, provided, in each case, that
he is then qualified to serve on any such committee under applicable legal requirements and listing
standards. During the term of the Class II directors being elected at the 2006 Annual Meeting,
XxXxxxx shall be appointed to serve on a standing committee of the Board on which Xxxxxxxxxxx is
not a member, provided that he is then qualified to serve on any such committee under applicable
legal requirements and listing standards.
(e) During the term of the Standstill Period (as defined in Section 8 below), the Board shall
be comprised of twelve (12) directors and the size of the Board shall not be increased or decreased
without the prior written consent of the Barington Group.
(f) The Company shall provide the Barington Group with true and complete copies of any draft
preliminary or definitive proxy statements for the 2006 Annual Meeting as well as the Form 8-K
being filed with respect to this Agreement, not less than three (3) business days in the case of
proxy statements, and not less than one (1) business day in the case of the Form 8-K, prior to the
filing thereof, in order to provide the Barington Group with a reasonable opportunity to review and
comment thereon. The Company shall consider in good faith any comments of the Barington Group and
its counsel. The Company shall use the language, or a summary thereof that is agreed upon in the
foregoing filings, in all other SEC filings that disclose, discuss, refer to or are being filed in
response to or as a result of this Agreement.
(g) Concurrently with the execution of this Agreement, the Company shall provide evidence,
reasonably satisfactory to the Barington Group, that the Board has authorized and approved this
Agreement and the execution and performance hereof.
6. Corporate Governance.
(a) On or prior to the 2006 Annual Meeting, the Board shall redeem any rights issued to the
Company’s stockholders under that certain Rights Agreement, dated as of January 26, 2006, between
the Company and National City Bank, as Rights Agent (the “Rights Agreement”), and cause the Rights
Agreement to be terminated and of no further force or effect.
(b) Notwithstanding the provisions of Section 6(a) hereto, the Board shall have the right to
adopt a stockholder rights plan in the future if it determines, in good faith, that doing so is in
the best interests of the Company and its stockholders, provided that any such stockholder rights
plan so adopted by the Board (i) shall have a trigger of no less than 20%, (ii) shall not include a
“dead-hand,” “slow-hand,” “no-hand” or other similar provision limiting or restricting the ability
of directors to amend the rights plan or redeem the rights issued thereunder, and (iii) shall
require the Company to immediately redeem the rights issued to the Company’s stockholders under
such stockholder rights plan and cause such plan to be terminated and of no further force or effect
if such stockholder rights plan is not approved by the holders of a majority of the outstanding
shares of Common Stock of the Company within six (6) months of the date of adoption.
7. Formation of Special Committee; Creation of Budget and Business Plan.
(a) Concurrently with the execution of this Agreement, the Board will form a special
committee (the “Special Committee”) consisting of Xxxxx X. Xxxxxx (Chairman), Xxxx X. Xxxxxxxx and
Xxxxxxxxxxx to supervise and oversee the creation and/or completion by the Company of a detailed
operating budget (the “Budget”) and a business plan to improve the Company’s operations and
profitability (the “Business Plan”). The Business Plan shall include, without limitation, measures
designed to:
| i. | return the North American operations to pre-tax profitability; | ||
| ii. | reduce the Company’s effective income tax rates; | ||
| iii. | reduce the Company’s working capital; | ||
| iv. | reduce the Company’s selling, general and administrative expenses; and | ||
| v. | improve the Company’s gross margins. |
(b) The Company and its management team shall work with the Special Committee to create
and/or complete the Budget and the Business Plan. The Company and its management team shall
provide the Special Committee with access to such information and materials, including, without
limitation, the books, records, projections and financial statements of the Company, and any
documents, reports or studies as may be requested by the Special Committee to assist the Special
Committee in the discharge of its duties. In addition, the Special Committee shall be authorized
to engage such outside consultants and advisors reasonably independent of the Company and the
Barington Group as it deems necessary or appropriate to assist the Special Committee in the
discharge of its duties, and the Company shall pay the fees and expenses of all such consultants
and advisors.
(c) The Company and the Special Committee shall commence work on the Business Plan and the
Budget as promptly as practicable, and the Business Plan and the Budget shall be completed and
presented to the Board for adoption at its January 2007 board meetings.
(d) Upon adoption of the Business Plan, the Company shall issue a press release announcing
key aspects of the Business Plan considered relevant to the Company’s stockholders, it being
understood that the Company shall be under no obligation to disclose any material nonpublic
information with respect to its business operations and strategies in such press release.
8. Standstill Period.
(a) Each member of the Barington Group agrees that, from the date of this Agreement until the
earlier of December 15, 2007 and the Company’s 2007 annual meeting of stockholders (such period,
the “Standstill Period”), without the prior written consent of the Board specifically expressed in
a written resolution adopted by a majority vote of the entire Board, neither it nor any of its
Affiliates or Associates under its control or direction will, and it will cause each of its
Affiliates and Associates under its control not to, directly or indirectly, in any manner: (i)
acquire additional shares of Common Stock from any party to the extent that after the acquisition
of such additional shares the members of the Barington Group, together with any other parties who,
together with the Barington Group, may then constitute a “group” (for purposes of Rule 13D-5
promulgated by the SEC) (all such parties, the “Standstill Group”) beneficially own in the
aggregate at any time during the Standstill Period a number of shares of Common Stock equal to more
than 20% of the shares of Common Stock outstanding (the “Standstill Amount”), (ii) engage in any
solicitation of proxies or consents to vote any voting securities of the Company or become a
participant in any election contest with respect to the Company; (iii) seek to influence any person
with respect to the voting or disposition of any securities of the Company; provided, however, that
any member of the Barington Group and any Affiliate or Associate of any such member may disclose,
publicly or otherwise, how it intends to vote or act with respect to any securities of the Company,
any stockholder proposal or other matter to be voted on by the stockholders of the Company (other
than the election of directors) and the reasons therefore; (iv) demand a copy of the Company’s list
of stockholders or its other books and records; (v) otherwise act, alone or in concert with others,
to seek to influence the management, the Board or policies of the Company or initiate or take any
action to obtain representation of the Board, except as permitted expressly by this Agreement; or
(vi) enter into any agreements with any third party with respect to any of the foregoing, except in
each case, as contemplated by this Agreement, it being understood and agreed that nothing contained
herein shall be construed to limit the ability of any member of the Barington Group and any
Affiliate or Associate of any such member to form a “group” pursuant to Rule 13d-5 promulgated by
the SEC under the Exchange Act with, or acquire additional shares of Common Stock from, any party,
subject to the limitations set forth in Section 8(a)(i) above. The foregoing notwithstanding:
(A) The Barington Group shall not be in breach of this Section 8(a) if, upon learning
of the inadvertent acquisition of beneficial ownership of Common Stock increasing the
aggregate beneficial ownership of the Standstill Group above the Standstill Amount, one or
more members of the Standstill Group promptly divest themselves of a sufficient number of
shares of Common Stock to decrease the aggregate beneficial ownership of the Standstill
Group to be equal to, or less than, the Standstill Amount. Furthermore, the Barington Group
shall not be in breach of this Agreement to the extent
that the Standstill Group exceeds the Standstill Amount by reason of the repurchase,
redemption or retirement of Common Stock or other similar action by the Company, provided,
however, that no member of the Standstill Group may acquire additional shares of Common
Stock at any time while the Standstill Group beneficially owns in the aggregate more than
the Standstill Amount.
(B) nothing contained in this Agreement shall limit any member of the Barington Group
or the Associates or Affiliates of such member from taking any of the actions otherwise
prohibited in this Agreement in connection with the 2007 annual meeting of stockholders of
the Company, including without limitation, nominating directors or soliciting proxies for
the election of directors or other purposes, requesting a stockholder list, related
information and other books and records, making public filings or announcements or taking
any other action, in each case, related to the solicitation of proxies at the 2007 annual
meeting of stockholders of the Company; and
(C) the provisions of this Section 8 shall not limit in any respect the actions of any
director of the Company in his or her capacity as such, recognizing that such actions are
subject to such director’s fiduciary duties to the Company and its stockholders.
(b) As used in this Agreement, 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.
(c) In the event that the Company is in material breach of its obligations under this
Agreement, including, without limitation, a failure to comply in any material respect with the
provisions of Section 5 through 7 of this Agreement, and such material breach is not cured within
30 days after written notice thereof is provided to the Company by the Barington Group, then in
addition to any other remedies that the members of the Barington Group may have, the provisions of
paragraph (a) of this Section 8 shall also terminate.
9. Confidentiality. The members of the Barington Group (each, a “Recipient”) each
acknowledge the confidential and proprietary nature of the Confidential Information (as defined
below) and agree that the Confidential Information (a) will be kept confidential by Recipient and
Recipient’s Representatives and (b) will not be disclosed by Recipient (except to other Recipients
and their Affiliates and Associates and such person’s Representatives to the extent contemplated by
this Agreement) or by Recipient’s Representatives (as defined below) to any person except with the
specific prior written consent of the Company or except as expressly otherwise permitted by this
Agreement. It is understood that (x) Recipient may disclose Confidential Information only to those
of Recipient’s Representatives who are informed by Recipient of the confidential nature of the
Confidential Information and the obligations of this Agreement, (y) Recipient shall be responsible
for the breach of the provisions of this Section 9 by Recipient’s Representatives and (z) the
provisions of this Section 9 shall not apply to any director of the Company in his or her capacity
as such. As used in this Agreement, the term “Confidential Information” means and includes any and
all confidential, non-public or
proprietary information concerning the business and affairs of the Company that may hereafter
be disclosed to Recipient by the Company or by the directors, officers, employees, agents,
consultants, advisors or other representatives, including legal counsel, accountants and financial
advisors (“Representatives”) of the Company; provided that “Confidential Information” shall not
include information that (a) was in or enters the public domain or was or becomes generally
available to the public other than as a result of disclosure by Recipient or any Representative
thereof, (b) was independently acquired by Recipient without violating any of the obligations of
Recipient or its Representatives under this Agreement, or under any other contractual, legal,
fiduciary or binding obligation of Recipient or its Representatives with or to the Company, (c) was
available, or becomes available, to Recipient on a nonconfidential basis other than as a result of
its disclosure to Recipient by the Company or any Representative of the Company, but only if to the
knowledge of Recipient the source of such information is not bound by a confidentiality agreement
with the Company or is not otherwise prohibited from transmitting the information to Recipient or
Recipient’s Representatives by a contractual, legal, fiduciary or other binding obligation with or
to the Company, (d) was independently developed by Recipient or its Representatives without
reference to any other Confidential Information or (e) was specifically disclosed to a member of
the Barington Group without any obligation of confidentiality to the Company, including, without
limitation, pursuant to the Demand Letter.
10. Expenses. Within five business days after receiving documentation thereof, the
Company shall reimburse Barington Capital Group, L.P. for the actual documented out-of-pocket
expenses (up to a maximum of $140,000) incurred by the members of the Barington Group in connection
with its Schedule 13D filings, the Barington Letter and related anticipated proxy solicitation, the
Demand letter, the preparation, filing and withdrawal of the Action and the drafting, negotiation
and execution of this Agreement and all related activities and matters.
11. Public Announcement. The Barington Group and the Company shall announce this
Agreement and the material terms hereof by means of a mutually acceptable joint press release as
soon as practicable on or after the date hereof. The parties hereto will provide each other the
opportunity to review and comment upon any press release or other public announcement or statement
with respect to the transactions contemplated by this Agreement, and shall not issue any such press
release or other public announcement or statement prior to such consultation, except as, in the
reasonable judgment of the relevant party, may be required by applicable law, court process or by
obligations pursuant to any listing agreement with any national securities exchange or the Nasdaq
Marketplace.
12. Specific Performance. Each of the members of the Barington Group, on the one
hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the
other party hereto would occur in the event any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached and that such injury
would not be adequately compensable in damages. It is accordingly agreed that the members of the
Barington Group or any of them, on the one hand, and the Company, on the other hand (the “Moving
Party”), shall each be entitled to specific enforcement of, and injunctive 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 at law or in equity.
13. Jurisdiction; Applicable Law. Each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of
the State of Delaware in the event any dispute arises out of this Agreement or the transactions
contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it
shall not bring any action relating to this Agreement or the transactions contemplated by this
Agreement in any court other than the Court of Chancery or other federal or state courts of the
State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (d)
agrees to waive any bonding requirement under any applicable law, in the case any other party seeks
to enforce the terms by way of equitable relief and (e) each of the parties irrevocably consents to
service of process by first class certified mail, return receipt requested, postage prepaid, to the
address of such parties’ principal place of business or as otherwise provided by applicable law.
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY
THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
14. Representative. Each member of the Barington Group hereby irrevocably appoints
Xxxxxxxxxxx, or Xxxxxxxxx Capital Group, L.P. in the event that Xxxxxxxxxxx is no longer serving in
such role, as such member’s attorney-in-fact and representative (the “Barington Representative”),
in such member’s place and stead, to do any and all things and to execute any and all documents and
give and receive any and all notices or instructions in connection with this Agreement and the
transactions contemplated hereby. The Company shall be entitled to rely, as being binding on each
member of the Barington Group, upon any action taken by the Barington Representative or upon any
document, notice, instruction or other writing given or executed by the Barington Representative.
15. Severability. If at any time subsequent to the date hereof, any provision of
this Agreement shall be held by any court of competent jurisdiction to be illegal, void or
unenforceable, such provision shall be of no force and effect, but the illegality or
unenforceability of such provision shall have no effect upon the legality or enforceability of any
other provision of this Agreement.
16. Counterparts. This Agreement may be executed in two or more counterparts which
together shall constitute a single agreement.
17. Entire Agreement; Amendment; Release. This Agreement contains the entire
understanding of the parties hereto with respect to its subject matter and supersedes all prior
agreements between the parties hereto, including, without limitation that certain agreement dated
October 25, 2005 (the “2005 Agreement”) which 2005 Agreement is hereby terminated and of no further
force or effect (except with respect to Sections 5(d), 6(a) and 9 of the 2005 Agreement, in each
case to the extent that performance of such section relates to dates following the date hereof,
each of which shall survive the date hereof and continue in full force and effect in accordance
with the terms hereof and thereof (the “Surviving Obligations”)). Except for the Surviving
Obligations, the Company, on the one hand, and the Barington Group, on the other hand, do hereby
and forever release and discharge the other party, and all of its respective successors in
interest, and all its agents, officers, directors, members, partners, stockholders,
associates, affiliates, employees, representatives, attorneys, heirs, assigns, and/or their
successors in interest, from any and all claims, causes of action, liabilities, damages or demands
of whatever character which such party now has, whether known or unknown, against the other party
concerning or in any way related to the 2005 Agreement. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings between the parties other than
those expressly set forth herein. This Agreement may be amended only by a written instrument duly
executed by the parties hereto, or in the case of the Barington Group, the Barington
Representative, or their respective successors or assigns.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly
authorized signatories of the parties as of the date hereof.
| X. XXXXXXXX, INC. |
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| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | President and Chief Executive Officer | |||
| BARINGTON COMPANIES EQUITY PARTNERS, L.P. |
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| By: | Barington Companies Investors, LLC, its general partner | |||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | Managing Member | |||
| BARINGTON INVESTMENTS, L.P. |
||||
| By: | Barington Companies Advisors, LLC, its general partner | |||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | Managing Member | |||
| BARINGTON COMPANIES ADVISORS, LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | Managing Member | |||
| BARINGTON COMPANIES INVESTORS, LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | Managing Member | |||
| BARINGTON COMPANIES OFFSHORE FUND, LTD. |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | President | |||
| BARINGTON OFFSHORE ADVISORS, LLC |
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| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | Authorized Signatory | |||
| BARINGTON CAPITAL GROUP, L.P. |
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| By: | LNA Capital Corp., its general partner | |||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | President and CEO | |||
| LNA CAPITAL CORP. |
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| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | President and CEO | |||
| /s/ Xxxxx X. Xxxxxxxxxxx | ||||
| Xxxxx X. Xxxxxxxxxxx | ||||
STARBOARD VALUE & OPPORTUNITY FUND, LLC By: Admiral Advisors, LLC, its managing member |
ADMIRAL ADVISORS, LLC By: Ramius Capital Group, L.L.C., its sole member |
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PARCHE, LLC By: Admiral Advisors, LLC, its managing member |
RAMIUS CAPITAL GROUP, L.L.C. By: C4S & Co., L.L.C., as managing member |
| C4S & CO., L.L.C. |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Xxxxxxx X. Xxxxxxx | ||||
| /s/ Xxxxx X. Xxxxx | ||||
| Xxxxx X. Xxxxx | ||||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
| /s/ Xxxxxx X. Xxxxxxx | ||||
| Xxxxxx X. Xxxxxxx | ||||
| RJG CAPITAL PARTNERS, L.P. |
||||
| By: | RJG Capital Management, LLC, its general partner | |||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| RJG CAPITAL MANAGEMENT, LLC |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
| X.X. XXXXX SPECIAL OPPORTUNITIES FUND, L.P. |
||||
| By: | X.X. XXXXX PARTNERS, LLC, its general partner | |||
| BY: XXXXX HOLDINGS, LLC, its managing member | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| X.X. XXXXX SPECIAL OPPORTUNITIES FUND (TE), L.P. |
||||
| By: | X.X. XXXXX PARTNERS, LLC, its general partner | |||
| BY: XXXXX HOLDINGS, LLC, its managing member | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| X.X. XXXXX SPECIAL OPPORTUNITIES FUND, LTD. |
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| By: | X.X. Xxxxx & Co., L.P., its manager | |||
| By: | DBZ GP, LLC, its general partner | |||
| By: | Xxxxx Holdings, LLC, its managing member | |||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| HCM/Z SPECIAL OPPORTUNITIES LLC |
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| By: | X.X. Xxxxx & Co., L.P., its manager | |||
| By: | DBZ GP, LLC, its general partner | |||
| By: | Xxxxx Holdings, LLC, its managing member | |||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| X.X. XXXXX & CO., L.P. |
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| By: | DBZ GP, LLC, its general partner | |||
| By: | Xxxxx Holdings, LLC, its managing member | |||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| DBZ GP, LLC |
||||
| By: | Xxxxx Holdings, LLC, its managing member | |||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| XXXXX HOLDINGS, LLC |
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| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
