April 9, 1997
Xxxxxxx Corporation
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
E&W Acquisition Corp.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs,
This letter is delivered in connection with the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 9,
1997, among Xxxxxxx Corporation ("Parent"), E&W Acquisition Corp. ("Sub") and
Stant Corporation (the "Company") and the Offer and the Merger contemplated
under the Merger Agreement. All terms used but not defined herein shall have
the meanings assigned to such terms in the Merger Agreement or the Stockholder
Agreement.
The undersigned, Mr. W. Xxxxxx Xxxxxxxx, is the
Beneficial Owner of 204,099 shares of common stock, par value $.01 per share
("Common Stock"), of the Company of which 202,299 are shares of Common Stock
issuable upon exercise of stock options held by the undersigned (the "Stock
Options").
In order to induce Parent and Sub to enter into the
Merger Agreement, the undersigned hereby agrees and undertakes that if and to
the extent that the undersigned exercises any of the Stock Options, the
undersigned will validly tender (or cause the record owner of such shares to
validly tender), and not withdraw, pursuant to and in accordance with the terms
of the Offer, no later than the second business day following such exercise,
all of the shares of Common Stock issued upon such exercise. The undersigned
hereby acknowledges and agrees that Parent's and Sub's obligation to accept for
payment and pay for any of the shares of Common Stock in the Offer, including
the shares of Common Stock Beneficially Owned by the undersigned, is subject to
the terms and conditions of the Offer. The undersigned further agrees that in
the event the undersigned does not exercise any or all of the Stock Options
prior to the expiration of the Offer, the undersgined will not exercise the
Stock Options after the expiration of the Offer, and the Stock Options will be
cancelled in consideration of a cash payment as set forth in the Merger
Agreement. The undersigned acknowledges that his consent for the cancellation
of the Stock Options for a cash payment as set forth in the Merger Agreement is
not required.
The undersigned hereby permits Parent and Sub to
publish and disclose in the Offer Documents and, if approval of the Company's
stockholders is required under applicable law, the Proxy Statement (including
all documents and schedules filed with the SEC) his identity and ownership of
the shares of Common Stock and the nature of his commitments, arrangements and
understandings under this letter agreement.
The undersigned agrees to use its best efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the agreements contemplated by this letter
agreement.
This letter agreement and the covenants hereunder
shall attach to the shares of Common Stock Beneficially Owned by the
undersigned and shall be binding upon any person or entity to which legal or
beneficial ownership of such shares shall pass, whether by operation of law or
otherwise. This letter agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
Sincerely
/s/ W. Xxxxxx Xxxxxxxx
-----------------------------
W. Xxxxxx Xxxxxxxx
Accepted and agreed to by:
XXXXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Power-of-Attorney
E&W ACQUISITION CORP.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
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