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Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made as of April 15, 2000, between CTN Media
Group, Inc., a Delaware corporation (the "Company"), U-C Holdings, L.L.C., a
Delaware limited liability company ("Holdings") and Neil H. Dickson
("Executive").
In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT. The Company shall employ Executive, and Executive
accepts employment with the Company, upon the terms and conditions set forth in
this Agreement for the period beginning on the Effective Date and ending as
provided in paragraph 4 hereof (the "Employment Period").
2. POSITION AND DUTIES.
(a) During the Employment Period, Executive shall serve as the
Treasurer and Vice-President of Business Development of the Company and shall
have such duties, responsibilities and authority of the Treasurer and
Vice-President of Business Development subject to the direction of the Company's
Chairman of the Board, Chief Executive Officer, Chief Operating Officer and
board of directors (the "Board"). Executive shall also become appointed to the
Company's Board, at its next meeting, in accordance with the governing documents
of the Company. Executive shall not be required to relocate from Atlanta,
Georgia, although some travel is required as of his duties. Executive shall be
entitled to attend all Board meetings.
(b) Executive shall report to the Chairman of the Board, Chief
Executive Officer, Chief Operating Officer and the Board, and Executive shall
devote his full business time, attention and skills to the business and affairs
of the Company, except as otherwise approved by the Board.
3. BASE SALARY AND BENEFITS.
(a) During the Employment Period, Executive's base salary
shall be Three Hundred Fifty Thousand and No/ 100 Dollars ($350,000.00) per
annum or such higher rate as the Board may designate from time to time (the
"Base Salary"), which salary shall be payable semi-monthly in regular
installments in accordance with the Company's general payroll practices. The
Base Salary shall be increased on an annual basis by at least ten percent (10%)
over the Base Salary paid to Executive during the previous year of the
Employment Period to increased on each anniversary date of the Effective Date.
(b) The Company shall reimburse Executive for all reasonable
expenses incurred by him in the course of performing his duties under this
Agreement which are consistent with the Company's policies in effect from time
to time with respect to travel, entertainment and other business expenses,
subject to the Company's requirements with respect to reporting and
documentation of such expenses. All travel shall be first class accommodations.
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(c) In addition to the Base Salary, on a fiscal year basis for
the Company, Executive shall receive a discretionary annual bonus of up to Fifty
Thousand and No/ 100 Dollars ($50,000) in the sole discretion of the Chief
Executive Officer of the Company (the "Performance Bonus").
(d) In addition to the Base Salary and any Performance Bonus
payable to Executive pursuant to this paragraph 3, Executive shall be entitled
to participate in all employee benefit plans and programs of the Company for
which senior executive officers of the Company are eligible, including, to the
extent available or established by the Company, any:
(i) family health insurance, disability insurance, and dental
insurance coverage;.
(ii) 401(k), retirement or similar benefit plans; and
(iii) Executive shall be entitled to four (4) weeks paid
vacation from working days per year; and
(iv) the Company shall pay for Executive's legal malpractice
insurance.
(e) Executive is hereby granted options to purchase 150,000 shares
of Common Stock of the Company on the date hereof. The options will vest over
one year on the anniversary date of the Effective Date with immediate vesting
upon a Sale of the Company. The grant of such options is subject to the approval
of the Board.
4. TERM.
(a) The Employment Period shall commence on April 15, 2000 (the
"Effective Date") and end on April 14, 2004 (the "Expiration Date"); provided,
however, that the Employment Period shall be automatically extended for one year
on the Expiration Date and at the end of each subsequent year of the Executive's
employment (an "Extension Period"; any such Extension Periods shall be included
in the definition of Employment Period) unless at least ninety (90) days prior
to the Expiration Date or the end of the then current Extension Period, either
the Company or the Executive shall give written notice to the other that this
Agreement shall not be so extended; and PROVIDED further that (i) the Employment
Period shall terminate prior to such date upon Executive's death, permanent
disability or incapacity (determined as set forth below), or resignation and
(ii) the Employment Period may be terminated by the Company at any time prior to
such date for Cause (as defined below) or without Cause. Permanent Disability or
incapacity shall occur if Executive misses ninety (90) consecutive days of work
due to illness or disability.
(b) If the Employment Period is terminated by the Company without
Cause, Executive shall be entitled to receive an aggregate amount equal to his
Base Salary (as adjusted to raises), payable for the remainder of the Employment
Period. This amount shall be payable by the Company in equal monthly
installments over the remainder of the Employment Period to be paid when other
employees of the Company are paid, so long as Executive has not breached any of
the provisions of Paragraphs 8, 9, 10 or 11 hereof. In addition, all unvested
options shall vest and Executive shall be entitled to no other compensation.
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(c) If the Employment Period is terminated by the Company for Cause,
upon the Executive's resignation, Executive's death or disability, or upon the
expiration of the Employment Period after either party has given notice of
non-extension pursuant to Paragraph 5(a), Executive shall be entitled to receive
his Base Salary through the date of termination and shall not be entitled to any
other amounts hereunder. Executive shall be entitled to no other compensation.
(d) All of Executive's rights to fringe benefits hereunder (if any)
accruing at any time prior to or after the termination of the Employment Period
shall cease upon such termination, PROVIDED, however, that if Executive is
terminated by the Company without Cause, the Company shall permit Executive to
continue to receive benefits under the Company's health insurance policies to
the extent permitted by such policies and applicable law by paying for
Executive's COBRA payment, and PROVIDED that the Company shall only maintain
such insurance coverage until the earlier of (y) the end of the period for which
Executive is receiving severance payments pursuant to paragraph 5 hereof and (z)
the date Executive accepts other employment.
(e) For purposes of this Agreement, "Cause" shall mean (i) the
conviction of a felony or a crime involving moral turpitude or any other crime
involving dishonesty, disloyalty or fraud with respect to the Company or
Holdings, or (ii) gross negligence or willful misconduct with respect to the
Company, or (iii) any other material breach of this Agreement; or (iv) the
repeated failure to perform Executive's duties as directed by the Chief
Executive Officer of the Company or the Board; PROVIDED however, that with
respect to clause (iii) or (iv) above, if such failure or breach is capable of
cure as determined by the Chief Executive Officer of the Company, in his
reasonable judgment, such failure or breach, as the case may be, shall not be
deemed to constitute Cause unless such failure or breach remains uncured after
the expiration of thirty (30) days after notice thereof to Executive.
5. VESTING OF EXECUTIVE SECURITIES.
(a) Executive has received eighty-five (85) Class A Management Units of
Holdings at an aggregate purchase price of $85.00 (the "Original Cost"). In
addition, Executive was previously granted forty (40) Class A Management Units
pursuant to an Equity Purchase Agreement dated December 29, 1999, which
agreement is cancelled and superseded by this Agreement. Such 125 Class A
Management Units are covered by this Agreement.
(b) The Management Units are fully vested on the date hereof ("Vested
Executive Securities").
6. REPURCHASE OPTION.
(a) GENERAL REPURCHASE OPTION. Upon the occurrence of the Termination
Date the Executive Securities (whether held by Executive or one or more of
Executive's Permitted Transferees) shall be subject to repurchase by Holdings
pursuant to the terms and conditions set forth in this paragraph 6 (the
"Repurchase Option"). The date on which Executive ceases to be employed by the
Company for any reason, is referred to herein as the "Termination Date."
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(b) TERMINATION. Notwithstanding anything herein to the contrary, if
Executive is terminated for any reason, he resigns or upon death or disability,
all Executive Securities shall be subject to repurchase at Fair Market Value of
such Executive Securities.
(c) REPURCHASE OPTION. As set forth above, Holdings may elect to
purchase the applicable Executive Securities by delivering written notice (the
"'Holdings Repurchase Notice") to the holder or holders of such Executive
Securities within 90 days after the Termination Date. The Repurchase Notice will
set forth the number of such Executive Securities to be acquired from each
holder, the aggregate consideration to be paid for such Executive Securities and
the time and place for the closing of the transaction. If the number of such
Executive Securities then held by Executive is less than the total number of
Executive Securities Holdings has elected to purchase, Holdings shall purchase
the remaining Executive Securities elected to be purchased from the other
holder(s) of such Executive Securities under this paragraph 6, pro rata
according to the number of such Executive Securities held by such other
holder(s), respectively, at the time of delivery of the Repurchase Notice
(determined as nearly as practicable to the nearest unit or other applicable
denomination).
(d) CLOSING. Subject to paragraph 6(e) below, the closing of the
purchase of the applicable Executive Securities pursuant to the Repurchase
Option shall take place on the date designated by Holdings in the Repurchase
Notice, which date shall not be more than 60 days nor less than five days after
the later of (i) the delivery of such notice(s) or (ii) the Fair Market
Valuation Date. Payment for such Executive Securities to be purchased pursuant
to the Repurchase Option shall be made by Holdings in four (4) equal
installments, the first installment payable on the closing of such purchase, the
second payable four (4) months after the closing, the third payable eight (8)
months after the closing and the fourth payable twelve (12) months after the
closing, each such payment made by check or wire transfer of funds, at the
option of Holdings. Notwithstanding anything to the contrary contained in this
Agreement, Holdings may withdraw their Repurchase Notice at any time prior to
the closing of the initial purchase of such Executive Securities pursuant to the
Repurchase Option.
(e) TERMINATION OF REPURCHASE OPTION. The right of Holdings to
repurchase Executive Securities pursuant to this paragraph 6 shall terminate
upon the FIRST TO OCCUR OF (i) the Sale of Holdings, or (ii) the Sale of the
Company. The Repurchase Option set forth in this paragraph 6 will continue with
respect to such Executive Securities following any transfer thereof other than a
transfer to Holdings.
(f) REPURCHASE RESTRICTIONS. Notwithstanding anything to the contrary
contained in this Agreement, all repurchases of Executive Securities by Holdings
shall be subject to applicable restrictions contained in the General Corporate
Law of the State of Delaware. If any such restrictions prohibit the repurchase
of the Executive Securities hereunder which Holdings is otherwise entitled or
required to make, Holdings may make such repurchases as soon as it is permitted
to do so under such restrictions.
(g) SECTION 83B ELECTION. Within 30 days after Executive purchases any
Executive Securities from Holdings, Executive shall make an effective election
with the Internal Revenue Service under Section 83(b) of the Internal Revenue
Code and the regulations promulgated thereunder.
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(h) REPRESENTATIONS AND WARRANTIES. Executive hereby represents,
warrants, covenants and agrees that:
(i) Executive has acquired the Management Units for investment for
an indefinite period, not with a view to the sale or distribution of any part of
all thereof by public or private sale or disposition.
(ii) Executive has been advised that the Management Units issuable
thereunder have not been registered under the Securities Act or registered or
qualified under any other securities law, on the ground, among others, that no
distribution or public offering of the Management Units is to be effected and
the Management Units will be issued in connection with a transaction that does
not involve any public offering within the meaning of Section 4(2) of the
Securities Act, or the rules and regulations of the Securities and Exchange
Commission and under comparable exemption provisions of the securities laws,
rules and regulations of other jurisdictions. Executive understands that
Holdings is relying in part on the Executive's representations as set forth
herein for purposes of claiming such exemptions and that the basis for such
exemptions may not be present if, notwithstanding Executive's representations,
Executive has in mind merely acquiring Management Units for resale on the
occurrence or non-occurrence of some predetermined event. Executive has no such
intention.
(iii) Executive has such knowledge and experience in financial and
business matters that Executive is capable of evaluating the merits and risks of
an investment in the Management Units issuable thereunder and has the capacity
to protect Executive's own interest in connection with Executive's proposed
acquisition of the Management Units. Executive is an "Accredited Investor" as
defined in Regulation D promulgated under the Securities Act.
(iv) Executive acknowledges that Executive has been furnished with
such financial and other information concerning the Company and Holdings as
Executive considers necessary in connection with Executive's acquisition of the
Management Units. Executive has carefully reviewed such information and is
thoroughly familiar with the proposed business, operations, properties and
financial condition of the Company and Holdings and has discussed with
representatives of the Company and Holdings any questions the acquisition may
have with respect thereto. Executive understands: (i) the risks involved in this
offering, including the speculative nature of the investment; (ii) the financial
hazards involved in this offering, including the risk of losing such Executive's
entire investment; (iii) the lack of liquidity and restrictions on transfers of
the Management Units; and (iv) the tax consequences of this investment.
Executive has consulted with Executive's own legal, accounting, tax, investment
and other advisers with respect to the tax treatment of an investment by
Executive in the Management Units and the merits and risks of an investment in
the Management Units.
(v) The execution, delivery and performance by Executive of this
Agreement have been duly authorized by Executive. This Agreement constitutes a
valid and binding obligation of Executive, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law).
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(vi) Executive understands that the Management Units will be
"restricted securities" as the term is defined in Rule 144 under the Securities
Act, that the Management Units must be held indefinitely unless they are
subsequently registered under the Securities Act and qualified under any other
applicable securities law or exemption from such registration and qualification
are available. Executive understands that Holdings is under no obligation to
register or qualify the Management Units under the Securities Act, or any other
securities law.
(vii) Executive agrees to be bound by the terms, conditions,
obligations, covenants and restrictions of the LLC Agreement and by the
execution of this Agreement Executive shall become and the Managing Member of
the LLC does hereby admit Executive as a "Member" and "Management Holder" of
Holdings.
7. DEFINITIONS.
"EXECUTIVE SECURITIES" mean: (i) any Management Units acquired by
Executive, and (ii) any equity or debt securities issued or issuable directly or
indirectly with respect to the Executive Securities referred to in clauses (i)
above by any of a conversion, split, distribution or dividend or in connection
with a combination of securities, recapitalization, merger, consolidation or
other reorganization. Executive Securities shall continue to be Executive
Securities in the hands of any holder thereof (other than Holdings or any of its
members).
"FAIR MARKET VALUATION DATE" with respect to any Executive Securities
means the date on which its Fair Market Value is finally determined pursuant to
the definition of "Fair Market Value."
"FAIR MARKET VALUE" of the Management Units means the Fair Market Value
as shall be determined jointly in good faith by Holdings and Executive; provided
that if Holdings and Executive cannot so agree, then such value shall be
determined by an independent investment banking firm of national or regional
reputation utilizing valuation techniques then commonly used for the valuation
of such investment interests, which investment banking firm will be jointly
selected by Holdings and Executive in good faith, or if such parties cannot
agree on an investment banking firm, then such value shall be determined by an
investment banking firm selected by a lot from a group of six firms possessing
the above described qualifications (three of whom shall be selected by Holdings
and three of whom shall be selected by Executive) from which one firm designated
as objectionable by each of Holdings and Executive shall be eliminated (in
either case, the investment banking firm's determination shall be conclusive).
The expense of any such appraisal shall be borne equally by the parties. In
determining the Fair Market Value of the Management Units to be purchased
pursuant to he exercise of the Repurchase Option, the parties or the investment
bank, as the case may be, shall use the average of the thirty (30) day trading
price of Common Stock of the Company as a partial determining factor, taking
into account the limitations, restrictions and payment preferences of the
Management Units. References in this definition to Executive shall mean
Executive's personal representative if he is deceased or incapacitated.
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"LLC AGREEMENT" shall mean the Fourth Amended and Restated Limited
Liability Company Agreement of U-C Holdings, L.L.C. dated August 31, 1999, as
amended from time to time.
"MANAGEMENT UNITS" shall have the meaning ascribed to it in the LLC
Agreement.
"ORIGINAL COST" of the Executive Securities will be the price per such
security paid by Executive pursuant to this Agreement or otherwise (in each
case, as proportionately adjusted for all subsequent security splits, security
dividends, security distributions and other recapitalizations affecting the
Executive Securities).
"SALE OF COMPANY" shall mean the sale of substantially all of the stock
of Company held by Holdings or the sale of all or substantially all of the
assets of Company.
"SALE OF HOLDINGS" shall mean the sale of substantially all of the
equity interest of Holdings or the sale of all or substantially all the assets
of Holdings in Company.
"SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.
8. CONFIDENTIAL INFORMATION. The Executive acknowledges that the
information, observations and data obtained by him while employed by the
Company, or during the due diligence process in connection with Holdings
investment in the Company, concerning the business or affairs of the Company
("Confidential Information") are the property of the Company. Therefore.
Executive agrees that, except in the performance of duties for the Company, he
shall not disclose to any unauthorized person or use for his own account any
Confidential Information without prior written consent of the Board, except (i)
to the extent that the aforementioned matters become generally known to and
available for use by the public other than as a result of Executive's wrongful
acts or omissions to act, (ii) as necessary to comply with compulsory legal
process, PROVIDED that Executive shall provide prior notice to the Company
regarding such disclosure and the Company, as applicable, shall have the right
to contest such disclosure, (iii) as necessary to counsel and other professional
advisors retained by the Executive, subject to the attorney/client privilege or
a valid and binding non-disclosure agreement between Executive and such
professional and (iv) disclosures of information obtained from a third party
free of restrictions or disclosure of information in Executive's possession
prior to the date hereof which was obtained from a source other than the Company
or its predecessors. Executive shall deliver to the Company at the termination
of the Employment Period, all memoranda, notes, plans, records, reports,
computer tapes and software and other documents and data (and copies thereof)
relating to Confidential Information, Work Product or the business of the
Company which he may then possess or have under his control.
9. INVENTIONS AND PATENTS. Executive agrees that all ideas, concepts,
marketing strategies, management techniques, product development, methods,
designs, analyses, drawings, reports, and all similar or related information
which relates to the Company's actual or anticipated business, research and
development or existing or future products or services and which are conceived,
developed or made by Executive while employed by the Company ("Work Product")
belong to the Company. Executive will promptly disclose such Work Product to the
Board and perform all actions reasonably requested by the Board (whether during
or after the
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Employment Period) to establish and confirm such ownership
(including, without limitation, assignments, consents, powers of attorney and
other instruments).
10. NON-COMPETE, NON-SOLICITATION.
(a) Executive acknowledges that in the course of his employment with
the Company he will become familiar with the Company's trade secrets and with
other confidential information concerning the Company and that his services will
be of special, unique and extraordinary value to the Company. Therefore,
Executive agrees that, during the Employment Period, during any period in which
he is receiving payments pursuant to paragraph 4 or for which he has received a
lump sum payment pursuant to this Agreement or any subsequent agreement, and for
two years after such termination (the "Non-Compete Period"), he shall not
directly or indirectly own, manage, control, participate in, consult with,
render services for, or in any manner engage in any business competing with the
businesses of the Company (which business is an information or entertainment
network marketing to colleges and universities), within any geographical area in
which the Company engages or plans to engage in such businesses. Notwithstanding
the foregoing, nothing herein shall prohibit Executive from (i) continuing his
ownership, management and/or control of any business in which and to the extent
which he held such interests and managed such interests prior to the Non-Compete
Period, or (ii) being a passive owner of not more than 5% of the outstanding
stock of any class of a company which is publicly traded, so long as Executive
has no active participation in the management or the business of such company.
(b) During the Employment Period and for eighteen months thereafter,
Executive shall not directly or indirectly through another entity (i) solicit,
encourage, interview, entice, discuss with or induce or attempt to induce any
employee of the Company to leave the employ of the Company, or in any way
interfere with the relationship between the Company and any employee thereof,
(ii) hire any person who was an employee of the Company at any time during the
Employment Period or (iii) induce or attempt to induce or attempt to induce any
customer, supplier, licensee or other business relation of the Company with whom
he had contact to cease doing business with the Company, or in any way interfere
with the relationship between any such customer, supplier, licensee or business
relation and the Company.
11. ENFORCEMENT. If, at the time of enforcement of paragraphs 8, 9, or
10 of this Agreement, a court holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parities hereto agree that
the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope and area.
Because Executive's services are unique and because Executive has access to
Confidential Information and Work Product, the parties hereto agree that money
damages would be an inadequate remedy for any breach of this Agreement.
Therefore, in the event a breach or threatened breach of this Agreement, the
Company or its successors or assigns may, in addition to other rights and
remedies existing in their favor, apply to any court of competent jurisdiction
for specific performance and/or injunctive or other relief in order to enforce,
or prevent any violations of, the provision hereof (without posting a bond or
other security).
12. EXECUTIVE REPRESENTATIONS. Executive hereby represents and warrants
to the Company that (i) the execution, delivery and performance of this
Agreement by Executive does
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not and will not conflict with, breach, violate or cause a default under any
contract, agreement, instrument, order, judgment or decree to which Executive
is a party or by which he is bound, (ii) Executive is not a party to or bound
by any employment agreement, non-compete agreement or confidentiality
agreement with any other person or entity, which would prohibit his
performance under this Agreement, and (iii) upon the execution and delivery
of this Agreement by the Company, this Agreement shall be valid and binding
obligation of Executive, enforceable in accordance with its terms.
13. SURVIVAL. Paragraphs 8, 9, 10, 11, 12 and 13 shall survive and
continue in full force in accordance with their terms notwithstanding any
termination of the Employment Period.
14. NOTICES. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by telecopy or reputable
overnight courier service (charges prepaid) to the recipient at the address or
telecopy number below indicated:
Notices to Holdings:
U-C Holdings, L.L.C.
c/o Willis Stein & Partners, L.P.
227 W. Monroe Street, Suite 4300
Chicago, Illinois 60606
Telecopy No.: (312) 422-2424
Attention: Avy H. Stein
With a copy to:
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Telecopy No.: (312) 861-2200
Attention: Margaret Gibson, Esq.
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Notices to Executive:
Neil H. Dickson
2801 Long Grove Ct.
Marietta, Georgia 30062
Notices to Company:
CTN Media Group, Inc.
5784 Lake Forrest Drive
Suite 275
Atlanta, GA 30328
Attn: Jason Elkin
Telecopy No.: (404) 257-9517
With a copy to:
Morris, Manning & Martin, L.L.P.
3343 Peachtree Road, N.E.
1600 Atlanta Financial Center
Atlanta, Georgia 30326
Telecopy No.: (404) 365-9532
Attention: Neil H. Dickson, Esq.
or such other address or telecopy number or to the attention of such other
person as the recipient party shall have specified by prior written notice to
the sending party, any notice under this Agreement will be deemed to have been
given when so delivered or sent or, if mailed, five days after deposit in the
U.S. mail.
15. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
16. COMPLETE AGREEMENT. This Agreement and those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
17. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which to be an original and all of which taken together
constitute one and the same agreement.
18. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by all parties and their respective
heirs, successors and assigns, except that Executive may not assign his rights
or delegate his obligations hereunder without the prior written consent of the
Company.
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19. CHOICE OF LAW. This Agreement will be governed by the internal law,
and not the laws of conflicts, of the State of Georgia.
20. AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended or waived with the prior written consent of the Company and Executive,
and no course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity binding effect or enforceability of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
CTN MEDIA GROUP, INC.
By: /s/ JASON ELKIN
--------------------------
Its: CHIEF EXECUTIVE OFFICER
--------------------------
U-C HOLDINGS, L.LC.
By: Willis Stein & Partners, L.P.
Its: Managing Member
By: Willis Stein & Partners, L.L.C.
Its: General Partner
By: /s/ DANIEL M. GILL
--------------------------
Its: Manager
/s/ NEIL H. DICKSON
----------------------------------
Neil H. Dickson
By Managing Member of U-C Holdings, L.L.C.
as to Section 6(vii) hereof
By: Willis Stein & Partners, L.P.
Its: Managing Member
By: Willis Stein & Partners, L.L.C.
Its: General Partner
By: /s/ DANIEL M. GILL
-------------------------------
Its: Manager
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