EXHIBIT 99.3
STOCKHOLDER VOTING AGREEMENT
THIS STOCKHOLDER VOTING AGREEMENT dated as of February 27, 1998, by and
between the Stockholders of Central Garden & Pet Company, a Delaware corporation
("Central"), identified on Schedule I hereto (the "Xxxxxxxxxx Stockholders"),
and Xxxxxxx X. Xxxxx, an individual ("Xxxxx").
WHEREAS, Xxxxx is the beneficial owner of approximately 1,606,359 shares of
Class B stock, par value $.01 per share, of Central ("Class B Shares");
WHEREAS, Central, the Xxxxxxxxxx Stockholders, Xxxxxxxxxx Seed, Inc., a
Georgia corporation ("PSI"), and PS Sub, Inc., a Delaware corporation and wholly
owned subsidiary of Central ("Merger Sub"), have entered into an Agreement and
Plan of Reorganization dated as of February 17, 1998 (the "Merger Agreement"),
which provides for the merger of PSI with and into Merger Sub;
WHEREAS, as a condition to the willingness of the Xxxxxxxxxx Stockholders
to consummate the transactions contemplated by the Merger Agreement, Central
agreed to place a nominee of the Xxxxxxxxxx Stockholders on the Board of
Directors of Central (the "Board") and Xxxxx agreed to vote all Class B Shares
and all shares of common stock of Central, par value $.01 per share ("Central
Common Stock," together with the Class B Shares, "Central Stock"), owned by
Xxxxx as of the date hereof and any such shares of Common Stock of Central
acquired by Xxxxx after the date hereof (the "Shares") as provided in this
Agreement;
NOW THEREFORE, the parties hereby agree as follows:
1. Board of Directors. During the term of this Agreement as set forth in
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Section 9 Xxxxx shall (i) take all action necessary to nominate for election to
the Board and vote his Shares at any annual or special meeting of stockholders
at which directors are being elected for the nominee of the Xxxxxxxxxx
Stockholders (the "Xxxxxxxxxx Nominee") and (ii) take action necessary to
prevent and vote his Shares against at any annual or special meeting any
proposals designed to remove or replace the Xxxxxxxxxx Nominee on the Board.
The Xxxxxxxxxx Nominee shall be selected by a majority vote of the Xxxxxxxxxx
Stockholders, determined on the basis of their respective ownership interests in
the Central Common Stock.
2. Representations, Warranties and Covenants of Xxxxx. Xxxxx represents
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and warrants to, and agrees with, the Xxxxxxxxxx Stockholders that:
(a) this Agreement has been duly executed and delivered by Xxxxx and
constitutes a valid and legally binding obligation of Xxxxx
enforceable in accordance with its terms;
(b) he is not subject to, or obligated under any provisions of, (i)
any contract, (ii) any license, franchise or permit or (iii) any law,
regulation, order, judgment or
decree that would be breached or violated by the execution, delivery
and performance of this Agreement;
(c) no authorization, consent or approval of, or any filing with, any
public body or authority is necessary for Xxxxx'x performance of this
Agreement;
(d) he has the unrestricted power to vote the Shares.
3. Amendment. This Agreement may not be modified, amended, altered or
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supplemented except upon the execution and delivery of a written agreement
executed by the Xxxxxxxxxx Stockholders and Xxxxx.
4. Assignment. This Agreement shall be binding upon, inure to the benefit
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of, and be enforceable by the heirs, personal representatives, successors and
permitted assigns of the parties hereto. Nothing expressed or referred to in
this Agreement is intended or shall be construed to give any person other than
the parties of this Agreement, or their respective heirs, personal
representatives, successors or assigns, any legal or equitable right, remedy or
claim under or in respect to this Agreement or any provision contained herein.
The rights and obligations provided by this Agreement shall not be assignable
except through the prior written consent of the other party hereto.
5. Governing Law. This Agreement shall be construed, interpreted and the
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rights of the parties determined in accordance with the laws of the State of
Delaware.
6. Counterparts. This Agreement may be executed simultaneously in two or
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more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same document.
7. Notices. All notices, requests, demands and other communications
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hereunder shall be in writing and shall be deemed to have been duly given
(except as may otherwise be specifically provided herein to the contrary) if
delivered by hand and receipted for by the party to whom said notice or other
communication shall have been directed or mailed by certified or registered mail
with postage prepaid:
If to Xxxxx: Central Garden & Pet Company
0000 Xx. Xxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxx
with a copy to: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP
The Old Federal Reserve Bank Building
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
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If to the Xxxxxxxxxx
Stockholders: Xxxxxxxxxx Seed, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxxxxx III
with a copy to: King & Spalding
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxx III
8. Entire Agreement. This Agreement constitutes the entire agreement
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between the parties hereto with respect to the subject matter hereof.
9. Termination. This Agreement shall become effective upon execution by
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the parties hereto and cease and terminate and have no further force or effect
on the earlier of (i) the date as of which the Xxxxxxxxxx Stockholders own of
record less than 33% of the shares of Central Common Stock issued to them
pursuant to the Merger Agreement or (ii) the date which is five years from the
date of this Agreement.
10. Severability. If any term, provision, covenant or restriction of this
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Agreement is held by a court of competent jurisdiction 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.
11. Further Assurances. Xxxxx will, upon the reasonable request of the
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Xxxxxxxxxx Stockholders, execute and deliver such documents and take such action
deemed by the Xxxxxxxxxx Stockholders to be necessary or desirable to effectuate
the purposes of this Agreement.
12. Remedies. Xxxxx agrees that, for any violation of this Agreement, the
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Xxxxxxxxxx Stockholders shall have the option, in addition to any remedies
available at law, of seeking equitable relief in any court of competent
jurisdiction to require that Xxxxx comply with the terms of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
THE XXXXXXXXXX STOCKHOLDERS
By: /s/ Xxxxxx Xxxxxxxxxx III
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Name: Xxxxxx Xxxxxxxxxx, III
Title: As attorney-in-fact for the
Stockholders pursuant to Section
11.01 of the Merger Agreement
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
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