VOTING AGREEMENT (Parent)
EXHIBIT 99.1
VOTING AGREEMENT (Parent)
VOTING AGREEMENT (this “Agreement”) dated as of April 23, 2006, by and among Plains
Exploration & Production Company, a Delaware corporation (“Parent”), Stone Energy Corporation, a
Delaware corporation (“Target”), Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxx,
Xxxxxx X. Christmas, Xxxxxxx X Xxxxxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxxx
and X.X. Xxxxxxxxx (each of Messrs. Stone, Welch, Laborde, Barker, Christmas, Xxxxxxxxxx, Xxxxxxx,
Xxxx, Xxxxxxxx and Xxxxxxxxx, a “Stockholder” and collectively, the “Stockholders”).
WHEREAS, each Stockholder desires that Target, Parent and Plains Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), enter into an Agreement
and Plan of Merger dated the date hereof (the “Merger Agreement”; undefined capitalized terms
herein are defined in the Merger Agreement) providing for the merger of Merger Sub with and into
Target upon the terms and subject to the conditions set forth in the Merger Agreement (the
“Merger”);
WHEREAS, each Stockholder is executing this Agreement as an inducement to Parent to enter into
and execute the Merger Agreement; and
WHEREAS, concurrently with the execution and delivery of this Agreement, Target is entering
into a voting agreement with certain Parent stockholders under which such parties have, among other
things, agreed to support the Merger upon the terms and conditions set forth therein.
NOW, THEREFORE, in consideration of the execution and delivery by Target of the Merger
Agreement and the mutual covenants, conditions and agreements contained herein and therein, the
parties agree as follows:
1. Representations and Warranties.
(a) Each Stockholder severally represents and warrants to Parent as follows:
(i) Such Stockholder is the record and beneficial owner of that number of shares of
capital stock of Target set forth opposite such Stockholder’s name on Schedule A
(together with any other shares of other capital stock of Target acquired after the date
hereof, including through the exercise of any stock options, warrants or similar
instruments, being collectively referred to herein as the “Subject Shares”) and the other
securities exercisable or exchangeable for such capital stock listed on Schedule A
(the “Other Securities” and, together with the Subject Shares, the “Covered Securities”).
The Subject Shares constitute the only shares, with respect to which such Stockholder is the
record or beneficial owner, of capital stock of Target or options, warrants or other rights
(whether or not contingent) to acquire such shares of capital stock of Target that are or
may be entitled to vote on the Merger or the Merger Agreement at any meeting of Target’s
Stockholders called to vote upon the Merger or the Merger Agreement. Such Stockholder has
the sole right to vote and Transfer (as defined herein) the Covered Securities set forth
opposite its name on Schedule A, and none of such Covered
Securities is subject to any voting trust or other agreement, arrangement or
restriction with respect to the voting or the Transfer of the Subject Shares, except (A) as
provided by this Agreement (it being understood that any pledge of the Pledged Shares (as
defined below) shall not be a breach of this representation) and (B) those arising under
applicable securities laws. Such Stockholder has all requisite power and authority, and, if
such Stockholder is a natural person, the legal capacity, to enter into this Agreement and
to perform its obligations hereunder. To the extent that such Stockholder is an entity and
not an individual, such Stockholder is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization. The execution and delivery of this
Agreement by such Stockholder and the performance by such Stockholder of its obligations
hereunder have been duly authorized by all necessary action on the part of such Stockholder.
This Agreement has been duly executed and delivered by, and constitutes a valid and binding
agreement of, such Stockholder, enforceable against such Stockholder in accordance with its
terms, except as enforcement may be limited by the Enforceability Exceptions.
(ii) Neither the execution and delivery of this Agreement nor the performance by such
Stockholder of its obligations hereunder will result in a violation of, or a default under,
or conflict with, (A) if such Stockholder is an entity, any provision of its certificate of
incorporation, bylaws, partnership agreement, limited liability company agreement or similar
organizational documents, (B) any contract, trust, commitment, agreement, understanding,
arrangement or restriction of any kind (other than as may relate to the Pledged Shares but
subject to the proviso set forth in (iv) below) to which such Stockholder is a party or
bound or to which the Covered Securities are subject, except, in the case of clause (B), as
would not prevent, delay or otherwise materially impair such Stockholder’s ability to
perform its obligations hereunder. Execution, delivery and performance of this Agreement by
such Stockholder will not violate, or require any consent, approval or notice under, any
provision of any judgment, order, decree, statute, law, rule or regulation applicable to
such Stockholder or the Covered Securities, except (x) for any reports under Sections 13(d)
and 16 of the Exchange Act as may be required in connection with this Agreement and the
transactions contemplated hereby or (y) as would not reasonably be expected to prevent,
delay or otherwise materially impair such Stockholder’s ability to perform its obligations
hereunder.
(iii) If the Stockholder is married and the Covered Securities of the Stockholder
constitute community property or spousal approval is otherwise required for this Agreement
to be legal, valid and binding, then, to the extent so required, this Agreement has been
duly authorized, executed and delivered by, and constitutes a valid and binding agreement
of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms,
subject to the Enforceability Exceptions.
(iv) The Covered Securities and the certificates representing such Covered Securities
are held by such Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts
or agreements, understandings or arrangements or any other encumbrances whatsoever, except
for (A) any such encumbrances arising hereunder, or (B) any such encumbrances arising
pursuant to the pledge of any Covered Securities by such
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Stockholder to a financial institution or a brokerage firm (the “Pledged Shares”);
provided, however, that such Stockholder represents that any such arrangement regarding such
Pledged Shares shall not prevent, delay or otherwise materially impair such Stockholder’s
ability to execute and deliver this Agreement or perform its obligations hereunder and such
Stockholder shall use his reasonable efforts to obtain an acknowledgment by the pledgee of
the terms of this Agreement and such pledgee’s agreement to vote the Pledged Shares (if and
to the extent the voting power of the Pledged Shares is being or to be exercised by pledgee)
in accordance with Section 2.
(v) No broker, investment banker, financial advisor or other person is entitled to any
broker’s, finder’s, financial advisor’s or other similar fee or commission based upon
arrangements made by or on behalf of such Stockholder in connection with its entering into
this Agreement.
(vi) Such Stockholder understands and acknowledges that Parent is entering into the
Merger Agreement in reliance upon such Stockholder’s execution and delivery of this
Agreement.
(b) Parent represents and warrants to each Stockholder and Target that the execution and
delivery of this Agreement by Parent and the consummation by Parent of the transactions
contemplated hereby have been duly authorized by all necessary action on the part of Parent.
(c) Target represents and warrants to each Stockholder and Parent that the execution and
delivery of this Agreement by Target and the consummation by Target of the transactions
contemplated hereby have been duly authorized by all necessary action on the part of Target.
2. Voting Agreements. During the Term (as defined below) of this Agreement, at any meeting of
stockholders of Target or at any adjournment thereof or in any other circumstances upon which a
vote, consent or other approval (including by written consent) is sought, each Stockholder shall,
including by executing a written consent solicitation if requested by Parent, vote (or cause to be
voted) the Subject Shares: (a) in favor of the Merger, the adoption by Target of the Merger
Agreement and the approval of the terms thereof and each of the other Transactions and (b) against
any transaction, agreement, matter or Target Acquisition Proposal that would impede, interfere
with, delay, postpone or attempt to discourage the Merger and the Merger Agreement.
3. Irrevocable Proxy. Each Stockholder hereby appoints Parent as its proxy to vote all of such
Stockholder’s Subject Shares at any meeting of stockholders of Target (including any adjournments
and postponements thereof) on the matters described in Section 2, and to execute and
deliver any written consents to fulfill such Stockholder’s obligations under this Agreement. This
proxy is coupled with an interest and is irrevocable until the end of the Term.
4. Revocation of Other Proxies. To the extent inconsistent with the other provisions of this Agreement or the Merger Agreement,
each Stockholder hereby revokes any and all previous proxies with respect to such Stockholder’s
Subject Shares.
5. Other Covenants. Each Stockholder severally agrees with, and covenants to, Parent during
the Term of this Agreement as follows:
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(a) Such Stockholder shall not after the date hereof (i) sell, transfer, pledge, assign or
otherwise dispose of (including by gift) (collectively, “Transfer”), or consent to any Transfer of,
any Covered Securities or any interest therein, except pursuant to the Merger, (ii) enter into any
contract, option or other agreement with respect to any Transfer of any or all of the Covered
Securities or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization
in or with respect to the Subject Shares or (iv) deposit the Subject Shares into a voting trust or
enter into a voting agreement or voting arrangement with respect to the Subject Shares; provided,
that any such Stockholder may Transfer any of the Covered Securities to an affiliate of such
Stockholder (provided such affiliates evidences in a writing reasonably satisfactory to the other
parties hereto such affiliate’s agreement to the terms hereof) or any other Stockholder who is on
the date hereof or hereafter becomes a party to this Agreement; provided, further, that the
restrictions in this Section 5 shall not be deemed violated by any Transfer of Covered Securities
pursuant to a cashless exercise of stock options or warrants; and provided, further, that a pledge
of Pledged Shares made in accordance with Section 1(a)(iv) shall not be deemed to be a violation of
the restrictions in this Section 5.
(b) Such Stockholder shall not take any action prohibited by Section 7.2 of the Merger
Agreement.
6. Certain Events. This Agreement and the obligations hereunder shall attach to each Stockholder’s
Covered Securities and shall be binding upon any Person to which legal or beneficial ownership of
such Shares shall pass, whether by operation of law or otherwise, including such Stockholder’s
heirs, guardians, administrators or successors. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital structure of Target
affecting the Covered Securities or the acquisition of additional shares of Covered Securities or
other voting securities of Target by any Stockholder, the number of Covered Securities listed on
Schedule A beside the name of such Stockholder shall be adjusted appropriately and this
Agreement and the obligations hereunder shall attach to any additional Covered Securities or other
voting securities of Target issued to or acquired by such Stockholder.
7. Stop Transfer. Target shall not register the transfer of any certificate representing any
Covered Securities, unless such transfer is made to Parent or otherwise in compliance with this
Agreement.
8. Stockholder Capacity. No person executing this Agreement (or an affiliate thereof) who is or becomes during the Term a
director of Target makes any agreement or understanding herein in his or her capacity as such
director. Each Stockholder signs solely in his or her capacity as the record and beneficial owner
of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder’s
Covered Securities.
9. Further Assurances. Each Stockholder shall, upon request of Parent, execute and deliver any
additional documents and take such further actions as may reasonably be deemed by Parent to be
necessary or desirable to carry out the provisions hereof.
10. Termination. This Agreement, and all rights and obligations of the parties hereunder, shall
terminate upon (and shall only be effective from the date hereof until) the first to occur of (a)
the Effective Time of the Merger, or (b) the date upon which the Merger Agreement
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is terminated in accordance with its terms (such period from the date hereof until such termination is referred to
herein as the “Term”); provided, however, that (x) Section 11 shall survive any termination of this
Agreement and (y) termination of this Agreement pursuant to clause (b) above shall not relieve any
party hereto from liability for any willful and knowing breach hereof prior to such termination.
11. Miscellaneous.
(a) All notices, requests, claims, demands and other communications under this Agreement shall
be in writing and shall be deemed given if delivered personally or sent by overnight courier
(providing proof of delivery) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice): (i) if to Parent or Target, to the appropriate
address set forth in Section 11.1 of the Merger Agreement; and (ii) if to a Stockholder, to the
appropriate address set forth on Schedule A.
(b) Each Party submits to the jurisdiction of any state or federal court sitting in the State
of Delaware in any dispute or action arising out of or relating to this Agreement and agrees that
all claims in respect of such dispute or action may be heard and determined in any such court.
Each Party also agrees not to bring any dispute or action arising out of or relating to this
Agreement in any other court. Each Party agrees that a final judgment in any dispute or action so
brought will be conclusive and may be enforced by action on the judgment or in any other manner
provided at law (common, statutory or other) or in equity. Each Party waives any defense of
inconvenient forum to the maintenance of any dispute or action so brought and waives any bond,
surety, or other security that might be required of any other Party with respect thereto.
(c) Each Party appoints RLF Service Corp., Xxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 as
their agent to receive on their behalf service of copies of the summons and complaint and any other
process that might be served in an dispute or action (the “Process Agent”). Any Party may make
service on any other Party by sending or delivering a copy of the process (i) to the Party to be
served at the address and in the manner provided for the giving of notices in Section 11(a) or
(ii) to the Party to be served in care of the Process Agent at the
address and in the manner provided for the giving of notices in Section 12(a).
(d) The headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
(e) This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective as to any Stockholder when one or
more counterparts have been signed by each of Parent, Target and such Stockholder and delivered to
Parent, Target and such Stockholder.
(f) This Agreement (including the documents and instruments referred to herein) constitutes
the entire agreement, and supersedes all prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof, and this Agreement is not
intended to confer upon any other person (other than Parent) any rights or remedies hereunder.
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(g) This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Delaware, regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.
(h) Neither this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by any of the
parties without the prior written consent of the other parties, except by laws of descent or as
expressly provided by Section 5(a). Any assignment in violation of the foregoing shall be void.
(i) As between any Stockholder and Parent, each of such parties agrees that irreparable damage
to the other, non-breaching party would occur and that such non-breaching party would not have any
adequate remedy at law in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the non-breaching party shall be entitled to an injunction or injunctions to prevent breaches by
the other party of this Agreement and to enforce specifically the terms and provisions of this
Agreement, this being in addition to any other remedy to which it may be entitled at law or in
equity.
(j) If any term, provision, covenant or restriction herein, or the application thereof to any
circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions herein
and the application thereof to any other circumstances shall remain in full force and effect, shall
not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent
permitted by law.
(k) No amendment, modification or waiver in respect of this Agreement shall be effective
against any party unless it shall be in writing and signed by such party.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Target, Parent, and the Stockholders party hereto have caused this
Agreement to be duly executed and delivered as of the date first written above.
PLAINS EXPLORATION & PRODUCTION COMPANY |
||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
STONE ENERGY CORPORATION |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | President and Chief Executive Officer | |||
STOCKHOLDERS: |
||||
/s/ Xxxxx X. Xxxxx | ||||
Xxxxx X. Xxxxx | ||||
/s/ Xxxxx X. Xxxxx | ||||
Xxxxx X. Xxxxx | ||||
/s/ Xxxx X. Xxxxxxx | ||||
Xxxx X. Xxxxxxx | ||||
/s/ Xxxxx X. Xxxxxx | ||||
Xxxxx X. Xxxxxx | ||||
/s/ Xxxxxx X. Christmas | ||||
Xxxxxx X. Christmas | ||||
/s/ Xxxxxxx X. Xxxxxxxxxx | ||||
Xxxxxxx X. Xxxxxxxxxx | ||||
[Signature Page 1 to Parent Voting Agreement]
/s/ Xxxxx X. Xxxxxxx | ||||
Xxxxx X. Xxxxxxx | ||||
/s/ Xxxxxxx X. Xxxx | ||||
Xxxxxxx X. Xxxx | ||||
/s/ Xxxxxx X. Xxxxxxxx | ||||
Xxxxxx X. Xxxxxxxx | ||||
/s/ X.X. Xxxxxxxxx | ||||
X.X. Xxxxxxxxx | ||||
[Signature Page 2 to Parent Voting Agreement]
SCHEDULE A
Stockholder Name and Address | Common Stock | Other Securities | ||||||
Xxxxx X. Xxxxx 000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 |
1,313,397 | * | 93,000 (stock options) | |||||
Xxxxx X. Xxxxx 000 X. Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx, XX 00000 |
67,088 | 40,000 (stock options) | ||||||
Xxxx X. Xxxxxxx 000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 |
22,937 | 10,333 (options) | ||||||
Xxxxx X. Xxxxxx 2121 Avenue of the Stars The Xxx Xxxxx Xxxxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 |
2,600 | 10,333 (options) | ||||||
Xxxxxx X. Christmas 0 Xxxx Xxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
2,433 | 8,700 (options) | ||||||
Xxxxxxx X Xxxxxxxxxx 000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxx, XX 00000 |
1,600 | 10,333 (options) | ||||||
Xxxxx X. Xxxxxxx 000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 |
185,032 | ** | 10,333 (options) | |||||
Xxxxxxx X. Xxxx 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 |
44,209 | 10,333 (options) | ||||||
Xxxxxx X. Xxxxxxxx 000 Xxxxx Xxx., 00xx Xxxxx Xxx Xxxx, XX 00000 |
132,992 | *** | 8,333 (options) | |||||
X. X. Xxxxxxxxx 000 X. Xxxxxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 |
12,012 | 10,333 (options) | ||||||
TOTAL |
* Includes shares owned by two partnerships known as Xxxxx X. Xxxxx Interests I and Xxxxx X. Xxxxx
Interests II, of which Xx. Xxxxx disclaims any beneficial interest with respect to 59,226 and
16,234 shares, respectively; also includes shares owned by a limited liability company in which Xx.
Xxxxx has a 4% interest.
** Includes 72,440 shares owned by two trusts for the benefit of Xx. Xxxxx’x children, of which Xx.
Xxxxxxx is a trustee but owns no beneficial interest, and 85,970 shares owned by Xxxxxxxx/Xxxxxxx
Investments, L.L.C., in which Xx. Xxxxxxx owns a 20% beneficial interest.
A-1
*** Includes 30,000 shares held by the Bernhard Trust “B” of which Xx. Xxxxxxxx is the trustee and
a potential beneficiary.
The “Other Securities” are stock options awarded pursuant to the Stone Energy Corporation 2004
Amended and Restated Stock Incentive Plan or similar prior plans that are or will be vested by the
end of May 2006. These other securities do not include stock options that will terminate
out-of-the-money in May 2006, nor do they include stock options that will not have vested by the
end of May 2006.
[Signature Page 2 to Parent Voting Agreement]