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EXHIBIT (d)(2)
STOCKHOLDERS AGREEMENT
among
MOHAWK CORP.,
MOHAWK ACQUISITION CORP.
and
CERTAIN STOCKHOLDERS OF PSC INC.
Dated as of June 5, 2000
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STOCKHOLDERS AGREEMENT, dated as of June 5, 2000 (this
"Agreement"), among MOHAWK CORP., a Delaware corporation ("Parent"), MOHAWK
ACQUISITION CORP., a New York corporation and a wholly owned subsidiary of
Parent ("Purchaser"), and each of the parties identified on Schedule A hereto
(each, a "Stockholder" and collectively, the "Stockholders").
WHEREAS, concurrently with the execution of this Agreement,
Parent, Purchaser and PSC Inc., a New York corporation (the "Company"), are
entering into an Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"; capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to them in the Merger Agreement)
pursuant to which, upon the terms and subject to the conditions thereof, the
Purchaser will be merged with and into the Company (the "Merger");
WHEREAS, as of the date hereof, each Stockholder is the record
and beneficial owner of and has the power to vote or to direct the vote of the
number of shares of common stock, par value $.01 per share ("Common Stock"), of
the Company, as set forth opposite such Stockholder's name on Schedule A hereto
(such shares of Common Stock and any securities into which such shares may be
converted or exchanged and any securities issued in replacement of, or as a
dividend or distribution on or otherwise in respect of, such shares, being
referred to herein as the "Shares");
WHEREAS, as a condition to entering into the Merger Agreement
and incurring the obligations set forth therein, including the Offer, Parent and
Purchaser have required that the Stockholders enter into this Agreement; and
WHEREAS, the Stockholders believe that it is in the best
interests of the Company and its stockholders to induce Parent and Purchaser to
enter into the Merger Agreement and, therefore, the Stockholders are willing to
enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree, severally and not jointly, as follows:
ARTICLE I
TRANSFER AND VOTING OF SHARES
SECTION 1.01 Tendering of Shares. Each Stockholder hereby
agrees that such Stockholder shall tender or cause to be tendered all of such
Stockholder's respective Shares pursuant to the terms of the Offer, and shall
not withdraw such Shares from the Offer unless the Offer is terminated;
provided; however, that any Stockholder who would incur liability under Section
16(b) of the Exchange Act as a result thereof shall not be required to tender
such Shares to the extent necessary to avoid such liability.
SECTION 1.02. Irrevocable Proxy. (a) Each Stockholder hereby
irrevocably appoints Parent and each of its officers as such Stockholder's
attorney, agent and proxy, to vote
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and otherwise act as Parent and each of its officers deems appropriate (by
written consent or otherwise), in its sole discretion, with respect to such
Stockholder's Shares at any meeting of the stockholders of the Company (whether
annual or special and whether or not an adjourned meeting), including the right
to sign its name (as stockholder) to any consent in lieu of a meeting or call of
a special meeting or any documents incidental to the foregoing that the law of
the State of New York may permit or require on the following matters (the
"Irrevocable Proxy"): (i) the approval and adoption of the Merger Agreement and
approval of the Merger and all other transactions contemplated by the Merger
Agreement and this Agreement; (ii) any action, agreement, transaction (other
than the Merger Agreement or the transactions contemplated thereby) or proposal
(including, without limitation, any Acquisition Proposal or Superior Proposal)
that could result in any of the conditions to the Company's obligations under
the Merger Agreement (whether or not theretofore terminated) not being fulfilled
or that is intended, or could reasonably be expected, to impede, interfere,
delay, discourage or adversely affect the Merger Agreement (whether or not
theretofore terminated), the Offer, the Merger or this Agreement; (iii) any
other action, proposal, agreement or transaction (other than the Merger
Agreement or the transactions contemplated thereby) that would result in a
breach of any covenant, obligation, agreement, representation or warranty of the
Company under the Merger Agreement (whether or not theretofore terminated) or of
any of the Stockholders contained in this Agreement; and (iv) any other matter
necessary to the consummation of the transactions contemplated by the Merger
Agreement and considered and voted upon by the stockholders of the Company. THIS
PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO
THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY
PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OF THE SHARES IN VIOLATION OF
THIS AGREEMENT. Each Stockholder acknowledges receipt of a copy of the Merger
Agreement and the review thereof.
(b) Each Stockholder hereby revokes all other proxies and
powers of attorney with respect to such Stockholder's Shares that may have
heretofore been appointed or granted. No Stockholder shall grant any proxies or
powers of attorney with respect to matters set forth in (a) above, deposit any
of the Shares into a voting trust or enter into a voting agreement with respect
to any of the Shares, in each case with respect to such matters.
SECTION 1.03. No Solicitation of Transactions. Each
Stockholder agrees that between the date of this Agreement and the date of
termination of the Merger Agreement, such Stockholder shall not, directly or
indirectly, (i) solicit, initiate or knowingly encourage the submission of any
Acquisition Proposal or (ii) participate in any discussions or negotiations
regarding, or furnish to any person any information with respect to, or
otherwise cooperate in any way with respect to, or assist or participate in,
facilitate or encourage, any unsolicited proposal that constitutes, or may
reasonably be expected to lead to, an Acquisition Proposal. Each Stockholder
shall immediately cease all discussions or negotiations of such Stockholder and
such Stockholder's directors, officers, affiliates, employees, agents, advisors
or other representatives with any person with respect to an Acquisition Proposal
existing as of the date hereof. To the extent, and only to the extent, that the
Company is required under the terms of Section 7.05(d) of the Merger Agreement
to provide such notice and information and has not separately provided such
notice and information, each Stockholder shall advise Parent orally
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(within three (3) business days) and in writing (as promptly as practicable
thereafter) of: (i) any Acquisition Proposal or any request for information with
respect to any Acquisition Proposal of which such Stockholder has actual
knowledge, the material terms and conditions of such Acquisition Proposal or
request and the identity of the person making such Acquisition Proposal or
request to the extent of such Stockholder's actual knowledge and (ii) any
changes in any such Acquisition Proposal or request of which such Stockholder
has actual knowledge, in each case, except to the extent the terms of such
Acquisition Proposal prohibits such disclosure.
SECTION 1.04. Action in Stockholder Capacity Only. No
Stockholder makes any agreement or understanding herein in any capacity other
than his, her or its capacity as a stockholder of the Company, and nothing
herein shall limit or affect any actions taken in any other capacity. Without
limiting the generality of the foregoing sentence and notwithstanding anything
to the contrary in this Agreement, in the case of any Stockholder who is an
officer or director of the Company, to the extent that any provision of this
Agreement, other than Sections 1.01, 1.02 and 4.01, would prevent or interfere
with the fulfillment of such Stockholder's fiduciary duties under New York Law,
such provision shall have no force and effect.
SECTION 1.05. No Ownership Interest. Nothing contained in this
Agreement shall be deemed to vest in Parent or Purchaser any direct or indirect
ownership or incidence of ownership of or with respect to any Shares. All
rights, ownership and economic benefits of and relating to the Shares shall
remain vested in and belong to the Stockholders, and Parent and Purchaser shall
have no authority to direct the Stockholders in the voting of any Shares except
as specifically provided herein.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder hereby, severally and not jointly, represents
and warrants to Parent as follows:
SECTION 2.01. Authorization, Etc. Each Stockholder has all
requisite power, legal capacity and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. This Agreement
has been duly and validly executed and delivered by or on behalf of such
Stockholder and, assuming its due authorization, execution and delivery by
Parent and Purchaser, constitutes a legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms,
except to the extent that enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws of general applicability relating to or affecting the enforcement of
creditors' rights and by the effect of the principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. No Violation; Required Filings and Consents. (a)
The execution and delivery of this Agreement by such Stockholder do not, and the
performance of this Agreement by such Stockholder will not, (i) assuming all
consents, approvals, authorizations and permits described in subsection (b) have
been obtained and all filings and obligations
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described in subsection (b) have been made, violate any Law applicable to such
Stockholder or by which any property or asset of such Stockholder is bound or
affected or (ii) if applicable, result in any breach of or constitute a default
(or an event which with the giving of notice or lapse of time or both would
become a default) under, or give to others any right of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or other
encumbrance on any property or asset of such Stockholder pursuant to, any note,
bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation, except, for any such violations,
breaches, defaults or other occurrences which would neither, individually or in
the aggregate, prevent nor materially delay the performance by such Stockholder
of any of such Stockholder's obligations pursuant to this Agreement.
(b) The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such Stockholder
will not, require any consent, approval, authorization or permit of, or filing
with, or notification to, any Governmental Authority, except (i) for applicable
requirements, if any, of the Exchange Act or the HSR Act and (ii) where failure
to obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or materially delay such Stockholder
from performing such Stockholder's obligations under this Agreement.
SECTION 2.03. Title to Shares. As of the date hereof, such
Stockholder is the record and beneficial owner of, and has good and marketable
title to, the Shares set forth opposite such Stockholder's name on Exhibit A
hereto free and clear of any Lien, proxy, voting restriction, limitation on
disposition, adverse claim of ownership or use or encumbrance of any kind, other
than pursuant to this Agreement and the Merger Agreement and other than any
imposed by the federal and state securities laws and except for Liens, proxies,
voting restrictions, limitations on disposition, adverse claims of ownership or
use and encumbrances which would neither, individually or in the aggregate,
prevent nor materially delay the performance by such Stockholder of any of such
Stockholder's obligations pursuant to this Agreement and which would be released
at or prior to the expiration of the Offer. Upon tender of the Shares and
payment therefor in accordance with this Agreement and the Merger Agreement,
Purchaser will own the Shares owned by such Stockholder free and clear of Liens.
SECTION 2.04. Valid Issuance. To such Stockholder's
knowledge, the Shares owned by such Stockholder have been validly issued and are
fully paid and nonassessable.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
Parent and Purchaser hereby jointly and severally represent
and warrant to each Stockholder as follows:
SECTION 3.01. Due Organization; Authority Relative to this
Agreement. Parent and Purchaser are corporations duly organized, validly
existing and in good standing under the laws of Delaware and New York,
respectively. Parent and Purchaser have all necessary corporate power and
authority to execute and deliver this Agreement, to perform their
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obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation by Parent and
Purchaser of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action and no other corporate proceedings
on the part of Parent or Purchaser are necessary to authorize this Agreement or
to consummate such transactions. This Agreement has been duly and validly
executed and delivered by Parent and Purchaser and, assuming its due
authorization, execution and delivery by the Stockholders, constitutes a legal,
valid and binding obligation of Parent and Purchaser, enforceable against Parent
and Purchaser in accordance with its terms, except to the extent that
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws of general applicability
relating to or affecting the enforcement of creditors' rights and by the effect
of the principles of equity (regardless of whether enforceability is considered
in a proceeding in equity or at law).
SECTION 3.02. No Violation; Required Filings and Consents. (a)
The execution and delivery of this Agreement by Parent and Purchaser do not, and
the performance of this Agreement by Parent and Purchaser will not, (i) violate
the Certificate of Incorporation, By-laws or other organizational documents of
Parent or Purchaser or any subsidiary of Parent, (ii) assuming that all
consents, approvals, authorizations and permits described in subsection (b) have
been obtained and all filings and obligations described in subsection (b) have
been made, violate any Law applicable to Parent or Purchaser or any subsidiary
of Parent or by which any property or asset of Parent or Purchaser or any
subsidiary of Parent is bound or affected or (iii) result in any breach of or
constitute a default (or an event which with the giving of notice or lapse of
time or both would become a default) under, or give to others any right of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or other encumbrance on any property or asset of Parent or
Purchaser or any subsidiary of Parent pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation, except, with respect to clauses (ii) and (iii), for
any such violations, breaches, defaults or other occurrences which would
neither, individually or in the aggregate, prevent or materially delay the
performance by Parent and Purchaser of any of their obligations pursuant to this
Agreement and the Merger Agreement.
(b) The execution and delivery of this Agreement do not, and
the performance of this Agreement by Parent will not, require any consent,
approval, authorization or permit of, or filing with, or notification to, any
Governmental Authority, except (i) for applicable requirements, if any, of the
Exchange Act and the HSR Act and (ii) where failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
would not prevent or materially delay Parent and Purchaser from performing their
obligations under this Agreement.
ARTICLE IV
ADDITIONAL AGREEMENTS
SECTION 4.01. No Disposition or Encumbrance of Shares. Each
Stockholder severally and not jointly agrees that, except as contemplated by
this Agreement, prior to the termination of this Agreement, such Stockholder
shall not, directly or indirectly, (a) sell, assign,
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transfer (including by operation of law), pledge, encumber or otherwise dispose
of any of the Shares, (b) deposit any of the Shares into a voting trust or enter
into a voting agreement or arrangement or create any Lien with respect to the
Shares or grant any proxy or power of attorney with respect thereto which is
inconsistent with this Agreement, (c) enter into any contract, option or other
arrangement or undertaking with respect to the direct or indirect sale,
assignment, transfer (including by operation of Law) or other disposition of any
Shares, (d) take any action that would make any representation or warranty of
such Stockholder herein untrue or incorrect in any material respect or have the
effect of preventing or disabling such Stockholder from performing such
Stockholder's obligations hereunder or (e) directly or indirectly initiate,
solicit or encourage any person to take actions that could reasonably be
expected to lead to the occurrence of any of the foregoing; provided, however,
that each Stockholder shall be entitled to transfer all or any portion of such
Stockholder's Shares to any Permitted Transferee who or which, as applicable,
agrees in writing to be bound by the provisions of this Agreement. As used
herein, "Permitted Transferee" means (A) in the case of any Stockholder who is a
natural person and who is a signatory to this Agreement on the date hereof, a
person who is the descendent or spouse of such Stockholder or a partnership,
corporation, trust or other entity the entire beneficial interest of which is
owned or controlled by such descendant or spouse and (B) any charitable trust or
foundation; in each case to whom or to which, as applicable, Shares are
transferred from such Stockholder (i) by will or the laws of descent and
distribution or (ii) by gift without consideration of any kind.
SECTION 4.02. Other Action. Each of the parties hereto shall
use all reasonable efforts to take, or cause to be taken, all appropriate
action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable Laws to consummate and make effective the
transactions contemplated hereunder.
SECTION 4.03. Disclosure. Each Stockholder agrees to permit
Parent and Purchaser to publish and disclose in the Offer Documents and the
Proxy Statement and related filings under the securities laws such Stockholder's
identity and ownership of Shares and the nature of his or her commitments,
arrangements and understandings under this Agreement and any other information
required by applicable Law.
ARTICLE V
TERMINATION
SECTION 5.01. Termination. Each Stockholder's obligation
hereunder to tender, and not withdraw, their Shares pursuant to the Offer shall
terminate on the expiration of the Offer. The remaining provisions of this
Agreement shall terminate upon the earliest to occur of (i) the effective time
of the Merger and (ii) the termination of the Merger Agreement. Nothing in this
Section 5.01 shall relieve any party of liability for any breach of this
Agreement.
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ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Additional Shares. In the event a Stockholder
becomes the beneficial owner of any additional Shares or other securities of the
Company and any securities into which such shares or securities may be converted
or exchanged and any securities issued in replacement of, or as a dividend or
distribution on, or otherwise in respect of, such shares or securities, then the
terms of this Agreement, including the term "Shares" as defined herein, shall
apply to such additional securities. Each Stockholder hereby agrees, while this
Agreement is in effect, to promptly notify Parent of the number of any new
Shares received by such Stockholder, if any, after the date hereof.
SECTION 6.02. Expenses. Except as otherwise provided herein or
in the Merger Agreement, all costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.
SECTION 6.03. Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be given by
delivery in person, by overnight courier or by registered or certified mail
(postage prepaid, return receipt requested) (and shall be deemed to have been
given when delivered by hand, one (1) business day after sending by overnight
courier, or seven (7) days after mailing by registered or certified mail, as the
case may be), to the respective parties at the following addresses (or at such
other address for a party as shall be specified in a notice given in accordance
with this Section 6.03):
(a) If to Parent or Purchaser:
Mohawk Corp.
4341 State Street Road
P.O. Box 220
Skaneateles Falls, NY 13153-0220
Attention: Joe Hennigan
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Attention: Spencer D. Klein, Esq.
(b) If to any Stockholder, to the address set forth below
such Stockholder's name on the signature pages hereof.
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with copies to:
PSC Inc.
675 Basket Road
Webster, NY 14580-9787
Attention: Elizabeth J. McDonald, Esq.
with a copy to:
Ropes & Gray
One International Place
Boston, MA 02110-2624
Attention: Winthrop G. Minot, Esq.
SECTION 6.04. Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of this Agreement is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the terms of this Agreement remain as originally contemplated to the
fullest extent possible.
SECTION 6.05. Assignment. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether pursuant to a merger, by operation of law or otherwise),
without prior written consent of the other parties, except that (a) Parent and
Purchaser may assign all or any of their rights and obligations hereunder to any
affiliate of Parent, provided that no such assignment shall relieve Parent or
Purchaser of its obligations hereunder if the assignee fails to perform such
obligations and (b) a Stockholder may assign all or any of such Stockholder's
rights and obligations with respect to Shares validly transferred to a Permitted
Transferee in accordance with Section 4.01 to such Permitted Transferee.
SECTION 6.06. Amendment; Waiver. This Agreement may not be
amended except by an instrument in writing signed by all the parties hereto. Any
party to this Agreement may (a) extend the time for the performance of any of
the obligations or other acts of any other party, (b) waive any inaccuracies in
the representations and warranties of any other party contained herein or in any
document delivered by any other party pursuant hereto or (c) waive compliance
with any of the agreements or conditions of any other party contained herein.
Any such extension or waiver shall be valid only if set forth in an instrument
in writing signed by the party to be bound thereby. Any waiver of any term or
condition shall not be construed as a waiver of any subsequent breach or a
subsequent waiver of the same term or condition, or a waiver of any other term
or condition, of this Agreement. The failure of any party to assert any of its
rights hereunder shall not constitute a waiver of any of such rights.
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SECTION 6.07. Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and nothing
in this Agreement, express or implied, is intended to or shall confer upon any
other person any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
SECTION 6.08. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
SECTION 6.09. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to contracts executed in and to be performed in that State. All
actions and proceedings arising out of or relating to this Agreement shall be
heard and determined exclusively in any New York state court sitting in the
Fifth Judicial District or Seventh Judicial District of the New York Supreme
Court or any federal court sitting in the Northern District of the State of New
York or the Western District of the State of New York. The parties hereto hereby
(a) submit to the exclusive jurisdiction of any New York state court sitting in
the Fifth Judicial District or Seventh Judicial District of the New York Supreme
Court and any federal court sitting in the Northern District of the State of New
York or the Western District of the State of New York for the purpose of any
Action arising out of or relating to this Agreement brought by any party hereto,
and (b) irrevocably waive, and agree not to assert by way of motion, defense, or
otherwise, in any such Action, any claim that it is not subject personally to
the jurisdiction of the above-named courts, that its property is exempt or
immune from attachment or execution, that the Action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this
Agreement may not be enforced in or by any of the above-named courts.
SECTION 6.10. Headings. The descriptive headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
SECTION 6.11. Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
SECTION 6.12. Entire Agreement. This Agreement and the Merger
Agreement constitute the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior agreements and understandings,
both written and oral, among the parties, or any of them, with respect thereto;
provided, however, that any capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Merger Agreement.
SECTION 6.13. Further Assurances. From time to time, at the
request of Parent, in the case of any Stockholder, or at the request of the
Stockholders, in the case of Parent or Purchaser and without further
consideration, each party shall execute and deliver or cause to be executed and
delivered such additional documents and instruments and take all such further
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action as may be reasonably necessary or desirable to consummate the transaction
contemplated by this Agreement.
SECTION 6.14. Certain Events. Each Stockholder agrees that
this Agreement and the obligations hereunder shall attach to the Shares and
shall be binding upon any person to which legal or beneficial ownership of such
Shares shall pass, whether by merger, by operation of law or otherwise.
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IN WITNESS WHEREOF, Parent and Purchaser have each caused this
Agreement to be executed by its officer thereunto duly authorized and each
Stockholder has caused this Agreement to be executed, or duly executed by an
authorized signatory, as of the date first written above.
MOHAWK CORP.
By /s/ William F. Allyn
-----------------------
Name: William F. Allyn
Title: Chairman
MOHAWK ACQUISITION CORP.
By /s/ William F. Allyn
-----------------------
Name: William F. Allyn
Title: Chairman
STOCKHOLDERS
/s/ Phillip A. Eckerdt
-----------------------
Name: Phillip A. Eckerdt
/s/ Robert S. Ehrlich
-----------------------
Name: Robert S. Ehrlich
/s/ Jay M. Eastman
-----------------------
Name: Jay M. Eastman
/s/ Donald K. Hess
-----------------------
Name: Donald K. Hess
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/s/ David L. Latimer
---------------------------
Name: David L. Latimer
/s/ Linda J. Miller
---------------------------
Name: Linda J. Miller
/s/ Thomas J. Morgan
---------------------------
Name: Thomas J. Morgan
/s/ James C. O'Shea
---------------------------
Name: James C. O'Shea
/s/ Brad R. Reddersen
---------------------------
Name: Brad R. Reddersen
/s/ Jack E. Rosenfeld
---------------------------
Name: Jack E. Rosenfeld
/s/ Matt D. Schler
---------------------------
Name: Matt D. Schler
/s/ Robert C. Strandberg
---------------------------
Name: Robert C. Strandberg
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/s/ Justin L. Vigdor
---------------------------
Name: Justin L. Vigdor
/s/ Bert W. Wasserman
---------------------------
Name: Bert W. Wasserman
/s/ G. Lloyd West
---------------------------
Name: G. Lloyd West
/s/ William J. Woodard
---------------------------
Name: William J. Woodard
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SCHEDULE A
List of Stockholdings
Number of Shares
Number of Shares of Common Stock
of Common Stock Held Beneficially But
Name of Stockholder Held of Record Not of Record
------------------- -------------- -------------
Phillip A. Eckerdt 3,640 7,750
Robert S. Ehrlich 206,500 142,966
Jay M. Eastman 13,522 115,328
Donald K. Hess 23,170 22,750
Dave Latimer 1,487 7,500
Linda Miller 3,611 0
Thomas J. Morgan 4,223 22,750
James C. O'Shea 12,720 22,750
Brad R. Redderson 4,361 46,250
Jack E. Rosenfeld 27,996 22,750
Matt Schler 1,395 0
Robert C. Strandberg 44,143 191,034
Justin L. Vigdor 7,363 22,750
Burt W. Wasserman 50,000 3,250
Lloyd West 0 0
William J. Woodard 20,205 86,605
Total 424,336 714,433
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