Exhibit A
AGREEMENT
AGREEMENT (the "Agreement"), dated as of January 16, 2001, by and
among Bosch Security Systems Corporation, a New York corporation
("Purchaser"), David B. Lederer ("Lederer") and the Rochester Area
Community Foundation ("RACF"), a not-for-profit corporation organized
under the laws of the State of New York. Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Voting and
Option Agreement, dated as of December 10, 2000, by and among Robert Bosch
GmbH, a limited liability company organized under the laws of Germany
("Bosch"), Karl H. Kostusiak ("Kosutisak") and Lederer (the Voting and
Option Agreement").
WHEREAS, Bosch, Kostusiak and Lederer entered into the Voting and
Option Agreement;
WHEREAS, Bosch subsequently assigned all of its rights and
obligations under the Voting and Option Agreement to Purchaser;
WHEREAS, Lederer desires to transfer 30,000 of his Shares (the
"Donation Shares") subject to the Voting and Option Agreement to RACF;
WHEREAS, Purchaser has agreed to such transfer on the condition that
RACF shall assume any and all of Lederer's obligations under the Voting and
Option Agreement with respect to the Donation Shares; and
WHEREAS, RACF desires to accept the Donation Shares and assume any
and all of such obligations under the Voting and Option Agreement with
respect thereto;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements set forth herein and
in the Voting and Option Agreement, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. David B. Lederer hereby transfers the Donation Shares to RACF and
assigns to RACF any and all of his rights and obligations pursuant to the
Voting and Option Agreement with respect to the Donation Shares.
2. RACF hereby represents and warrants to Purchaser as follows:
a. Binding Agreement. The execution and delivery of this
Agreement has been approved by all required corporate action on the part of
RACF. RACF has the capacity to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and by the Voting and
Option Agreement. RACF has duly and validly executed and delivered this
Agreement and this Agreement constitutes a legal, valid and binding
obligation of RACF, enforceable against RACF in accordance with its
terms except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting
creditors' rights generally and by general equitable principles (regardless
of whether enforceability is considered in a proceeding in equity or at
law).
b. No Conflict. Neither the execution and delivery of this
Agreement, the consummation of the transactions contemplated hereby or by
the Voting and Option Agreement, nor the compliance with any of the
provisions of this Agreement or the Voting and Option Agreement, (a)
require any consent, approval, authorization or permit of, registration,
declaration or filing (except for filings under the Exchange Act) with, or
notification to, any governmental entity, (b) result in a default (or an
event which, with notice or lapse of time or both, would become a default)
or give rise to any right of termination by any third party, cancellation,
amendment or acceleration under any contract, agreement, instrument,
commitment, arrangement or understanding, or result in the creation of a
security interest, lien, charge, encumbrance, equity or claim with respect
to any of the Donation Shares, (c) require any material consent,
authorization or approval of any person other than a governmental entity,
or (d) violate or conflict with any order, writ, injunction, decree or law
applicable to RACF or the Donation Shares.
c. Ownership of Shares. Upon transfer of the Donation Shares
pursuant to Section 1 hereof, RACF shall be the record and beneficial owner
of, or otherwise have the right to dispose of the Donation Shares, free and
clear of any security interests, liens, charges, encumbrances, equities,
claims, options (other than the Option) or limitations of whatever nature
and free of any other limitation or restriction (including any restriction
on the right to vote, sell or otherwise dispose of the Shares). Upon such
transfer, there shall be no outstanding options or other rights to acquire
from RACF or obligations of RACF to sell or to acquire, any shares of
Company Common Stock.
3. RACF hereby acknowledges that the Donation Shares shall remain
subject to the Voting and Option Agreement, which has been carefully
reviewed by RACF and its legal counsel. RACF hereby agrees to hold the
Donation Shares in accordance with the terms of the Voting and Option
Agreement and to assume any and all of Lederer's rights and obligations
pursuant to the Voting and Option Agreement, including, but not limited to:
(i) the restrictions on the transfer of the Donation Shares; (ii) the
irrevocable option upon the Donation Shares held by Purchaser; (iii) the
agreement to tender the Donation Shares in the Offer; and (iv) the
agreement to vote the Donation Shares in favor of the Merger Agreement at
any meeting of the Company's shareholders, as may be required by applicable
law.
4. Purchaser hereby grants its permission for the transfer of the
Donation Shares pursuant to this Agreement.
5. Lederer shall cause the Company to place the following legend on
each certificate representing the Donation Shares:
"The shares of common stock represented by this certificate are
subject to an Agreement, dated as of January 16, 2001, by and among
Bosch Security Systems Corporation, David B. Lederer and the
Rochester Area Community Foundation and a Voting and Option
Agreement, dated as of December 10, 2000, by and among Robert Bosch
GmbH, Karl H. Kostusiak and David B. Lederer.
6. Lederer and RACF shall promptly make such filings, if any, as may
be required to be made by either of them pursuant to the Exchange Act as a
result of the transfer of the Donation Shares.
7. Except as set forth above, this Agreement shall not constitute a
modification or amendment of any provision of the Voting and Option
Agreement or any other agreements executed in connection therewith.
IN WITNESS WHEREOF, Purchaser, Lederer and RACF have caused this
Agreement to be signed by their respective officers thereunto duly
authorized as of the date first written above.
Bosch Security Systems Corporation
By: /s/ Luke Baer
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Name: Luke Baer
Title: Vice President
David B. Lederer
/s/ David B. Lederer
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Rochester Area Community Foundation
By: /s/ Jennifer Leonard
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Name: Jennifer Leonard
Title: President and Executive Director
Assignment approval:
Karl H. Kostusiak
/s/ Karl H. Kostusiak
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