EXHIBIT (C)(2) May 5, 1999 Shelby Williams Industries, Inc. 11-111 Merchandise Mart Chicago, IL 60654 Attention: Paul N. Steinfeld Chairman of the Board and Chief Executive Officer Gentlemen: Reference is made to the Agreement and Plan of Merger (the...Merger Agreement • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures
in the event of the termination by Shelby Williams of the employment of any of them for any reason other than cause, disability, or retirement. "Cause" means (i) the breach by the Employee of the terms of his or her employment which is not cured within five (5) days following receipt of written notice, (ii) neglect of duty, (iii) gross negligence, (iv) reckless or willful misconduct, or (v) the conviction (or plea of nolo contendere) of a crime which constitutes a felony in the jurisdiction involved. "Disability" means that the Employee is unable to perform his or her duties as a result of physical or mental incapacity which continues for a period of thirteen (13) consecutive weeks or twenty-six (26) weeks in any fifty-two (52) week period. "Middle Manager" means a person who on the date of the Agreement and Plan of Merger was an Employee of Shelby Williams (other than the persons named in Section 6.13 of the Agreement), has the word manager in his or her title, and either (i) manages
EXHIBIT (C)(4) STOCKHOLDER AGREEMENT This Stockholder Agreement dated May 5, 1999 (this "Agreement"), is made and entered into among Falcon Products, Inc., a Delaware corporation ("Parent"), SY Acquisition, Inc., a Delaware corporation and a wholly...Stockholder Agreement • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Delaware
EXHIBIT (C)(3) STOCKHOLDER AGREEMENT This Stockholder Agreement dated May 5, 1999 (this "Agreement"), is made and entered into among Falcon Products, Inc., a Delaware corporation ("Parent"), SY Acquisition, Inc., a Delaware corporation and a wholly...Stockholder Agreement • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Delaware
EXHIBIT (C)(5) STOCKHOLDER AGREEMENT This Stockholder Agreement dated May 5, 1999 (this "Agreement"), is made and entered into among Falcon Products, Inc., a Delaware corporation ("Parent"), SY Acquisition, Inc., a Delaware corporation and a wholly...Stockholder Agreement • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Delaware
Offer to Purchase for Cash All Outstanding Shares of Common Stock of Shelby Williams Industries, Inc. at $16.50 Net Per Share by SY Acquisition, Inc. a direct wholly owned subsidiary of Falcon Products, Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE...Offer to Purchase • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures
EXHIBIT (C)(1) AGREEMENT AND PLAN OF MERGER AMONG FALCON PRODUCTS, INC. SY ACQUISITION, INC. AND SHELBY WILLIAMS INDUSTRIES, INC. Dated as of May 5, 1999Agreement and Plan of Merger • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Delaware
