Stockholder Agreement

Stockholder Agreement

by Clarcor
September 25th, 1996

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                                                                    EXHIBIT 10.3
 
                                                                  EXECUTION COPY
 
                             STOCKHOLDER AGREEMENT
 
     This Stockholder Agreement ("Agreement") is entered into effective for all
purposes as of September 23, 1996, by and between CLARCOR Inc., a Delaware
corporation ("Parent"), and the undersigned (the "Stockholder", and together
with the other persons who execute agreements in the same form as this
Agreement, the "Signatory Stockholders").
 
     WHEREAS, Parent, CUAC Inc., an Ohio corporation and wholly-owned subsidiary
of Parent ("Sub"), and United Air Specialist, Inc., an Ohio corporation (the
"Company"), are simultaneously entering into an Agreement and Plan of Merger,
(the "Merger Agreement"), pursuant to which Sub will merge with and into the
Company (the "Merger"); and
 
     WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Sub have required that each of the Signatory Stockholders
enter into, and each of the Signatory Stockholders has agreed to enter into,
this Agreement or an agreement in the same form as this Agreement (together, the
"Stockholder Agreements"); and
 
     WHEREAS, the Board of Directors of the Company has, prior to the execution
of the Merger Agreement and the Stockholder Agreements, approved the Merger
Agreement, the Merger and this Agreement;
 
     NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements contained herein, the parties agree as follows:
 
                                   ARTICLE 1
 
                          AGREEMENT TO SUPPORT MERGER
 
     Section 1.1  VOTING.  The Stockholder hereby agrees that, during the term
that this Agreement is in effect, at any meeting of the stockholders of the
Company, however called, or in connection with any written consent of the
stockholders of the Company, the Stockholder shall vote (or cause to be voted)
all voting Shares (as defined in Section 2.1) held of record (or beneficially)
by the Stockholder:
 
          (a)  in favor of the Merger and the adoption of the Merger Agreement;
 
          (b)  against any action or agreement that would result in a breach of
     any covenant, representation or warranty, or any other obligation or
     agreement, of the Company under the Merger Agreement; or
 
          (c)  except as otherwise agreed to in writing in advance by Parent,
     against the following actions (other than the Merger and the transactions
     contemplated by the Merger Agreement):
 
             (i)  any extraordinary corporate transaction, such as a merger,
        consolidation or other business combination involving the Company or any
        of its subsidiaries (as defined in the Merger Agreement);
 
             (ii)  a sale, lease or transfer of a material amount of assets of
        the Company or any of its subsidiaries or a reorganization,
        recapitalization, dissolution or liquidation of the Company or any of
        its subsidiaries;
 
             (iii)  any change in the Board of Directors of the Company;
 
             (iv)  any change in the present capitalization of the Company or
        any amendment to the Company's Articles of Incorporation or By-laws;
 
             (v)  any change in the Company's corporate structure or business;
        or
 
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             (vi)  any other action that is intended, or that could reasonably
        be expected, to impede, interfere with, delay, postpone or discourage,
        or adversely affect the contemplated economic benefits to Parent of the
        Merger and the actions or transactions contemplated by the Merger
        Agreement or this Agreement.
 
     The Stockholder further agrees that the Stockholder will not enter into any
agreement or understanding with any person or entity prior to the termination of
this Agreement that is in any manner inconsistent with the provisions of this
Section 1.1.
 
                                   ARTICLE 2
 
                         REPRESENTATIONS AND WARRANTIES
 
     Section 2.1  REPRESENTATIONS AND WARRANTIES.  The Stockholder hereby
represents and warrants to Parent as follows:
 
          (a)  OWNERSHIP OF SHARES.  The Stockholder is the record and
     beneficial owner of the number of shares of Common Stock, without par
     value, of the Company ("Common Stock"), as set forth on Schedule A hereto
     (the "Existing Shares" and, together with any shares of Common Stock
     acquired by the Stockholder hereafter and prior to the termination of this
     Agreement, whether upon exercise of options, conversion of convertible
     securities, purchase, exchange or otherwise, the "Shares"). On the date
     hereof, the Existing Shares constitute all of the shares of Common Stock
     owned of record or beneficially by the Stockholder. Except as described on
     Schedule A attached hereto, the Stockholder has sole voting power and sole
     power of disposition, sole power to demand an appraisal of any Existing
     Shares entitled to appraisal pursuant to Section 1701.85 of the Ohio
     General Corporation Law and sole power to engage in the actions set forth
     herein, including those set forth in Article 3 hereof, in each case with
     respect to all of the Existing Shares, with no restrictions on such rights
     except pursuant to the terms of this Agreement.
 
          (b)  POWER; BINDING AGREEMENT.  The Stockholder has the legal
     capacity, power and authority to enter into and perform all of the
     Stockholder's obligations under this Agreement. The execution, delivery and
     performance of this Agreement by the Stockholder will not violate any other
     agreement to which the Stockholder is a party or by which the Stockholder
     or any of the Stockholder's properties or assets are or may be bound,
     including, without limitation, any trust agreement, voting agreement,
     irrevocable proxy, stockholders agreement or voting trust. This Agreement
     has been duly and validly executed and delivered by the Stockholder and
     constitutes a valid and binding agreement of the Stockholder, enforceable
     against the Stockholder in accordance with its terms. There is no
     beneficiary, or holder of a voting trust certificate or other interest, of
     any trust of which the Stockholder is a trustee whose consent is required
     for the execution and delivery of this Agreement or the consummation of the
     transactions contemplated hereby with respect to any Existing Shares. If
     the Shares constitute community property, this Agreement has been duly
     authorized, executed and delivered by, and constitutes a valid and binding
     agreement of, each person having community property rights in the Shares,
     enforceable against such person in accordance with its terms.
 
          (c)  NO CONFLICTS.  Except pursuant to the Securities Exchange Act of
     1934, as amended, no filing with, and no permit, authorization, consent or
     approval of, any state or federal public body or authority or any other
     person (or entity) is necessary for the execution of this Agreement by the
     Stockholder and the performance by the Stockholder of the actions
     contemplated hereby. Neither the execution and delivery of this Agreement
     by the Stockholder nor the consummation by the Stockholder of the
     transactions contemplated hereby nor compliance by the Stockholder with any
     of the provisions hereof will (i) result in a violation or breach of, or
     constitute (with or without notice or lapse of time or both) a default (or
     give rise to any third party right of termination, cancellation, material
     modification or acceleration) under, any of the terms, conditions or
     provisions of any note, bond, mortgage, indenture, license, contract,
     commitment, arrangement, understanding, agreement or other instrument or
     obligation of any kind to
 
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     which the Stockholder is a party or by which the Stockholder or any of the
     Stockholder's properties or assets are or may be bound or (ii) violate any
     order, writ, injunction, decree, judgment, statute, rule or regulation
     applicable to the Stockholder or any of the Stockholder's properties or
     assets.
 
          (d)  NO ADVERSE CLAIMS.  The Shares and the certificates representing
     such Shares are now and at all times during the term of this Agreement will
     be held by the Stockholder, or by a nominee or custodian for the benefit of
     the 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 any such encumbrances or proxies
     arising under this Agreement.
 
          (e)  NO BROKERS.  No broker, investment banker, financial advisor or
     other person is entitled to receive from the Company or any subsidiary any
     broker's, finder's, financial advisor's or other similar fee or commission
     in connection with the transactions contemplated hereby based on
     arrangements made by or on behalf of the Stockholder.
 
          (f)  MATERIAL RELIANCE.  The Stockholder understands and acknowledges
     that Parent is entering into, and causing Sub to enter into, the Merger
     Agreement in material reliance upon the Stockholder's execution and
     delivery of this Agreement.
 
          (g)  NO INTENTION TO DISPOSE.  The Stockholder has no plan or
     intention to, directly or indirectly, sell, exchange, or otherwise dispose
     of, reduce the risk of loss by short sale or otherwise, or enter into any
     contract or other arrangement with respect to, or consent to, the sale,
     exchange or other disposition of any interest in any shares of Parent
     Common Stock (as defined in the Merger Agreement) received pursuant to the
     Merger. The Stockholder acknowledges that the Stockholder is giving this
     representation to enable Graydon, Head & Ritchey and Sidley and Austin to
     opine that the Merger constitutes a reorganization within the meaning of
     Section 368(a) of the Code and further recognizes that significant adverse
     tax consequences might result if such representation is not true. The
     Stockholder understands and agrees that, in connection with the Merger, the
     Stockholder will give written notice to the Company and Parent in the event
     that, at the Effective Time of the Merger (as defined in the Merger
     Agreement) there is any change in any of the representations of the
     Stockholder set forth in this Section 2.1(g).
 
                                   ARTICLE 3
 
                        CERTAIN COVENANTS AND AGREEMENTS
 
     Section 3.1  CERTAIN COVENANTS OF STOCKHOLDER.  Except in accordance with
the terms of this Agreement, during the term of this Agreement, the Stockholder
hereby covenants and agrees as follows:
 
          (a)  NO SOLICITATION.  (i) The Stockholder will immediately cease and
     cause to be terminated all existing discussions and negotiations, if any,
     with any parties conducted heretofore by the Stockholder with respect to
     any Takeover Proposal. As used in this Agreement, "Takeover Proposal" means
     any tender offer or exchange offer for 20% or more of the outstanding
     shares of Common Stock or any proposal or offer for a merger,
     consolidation, amalgamation or other business combination involving the
     Company or its subsidiaries or any equity securities (or securities
     convertible into equity securities) of the Company, or any proposal or
     offer to acquire in any manner a 20% or greater equity or beneficial
     interest in, or a material amount of the assets or value of, the Company or
     its subsidiaries, other than pursuant to the transactions contemplated by
     the Merger Agreement.
 
          (ii)  The Stockholder will not, and will not permit any of the
     Stockholder's representatives or agents to, directly or indirectly, (A)
     solicit, initiate or (excluding any action referred to in clauses (B) and
     (C) of this sentence) encourage or take any action to facilitate the making
     of, any offer or proposal that constitutes or that is reasonably likely to
     lead to any Takeover Proposal, (B) participate in any discussions (other
     than as necessary to clarify the terms and conditions of any unsolicited
     offer, including any financing or other contingencies and other relevant
     facts with respect thereto) or
 
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     negotiations regarding any Takeover Proposal (other than with the
     Stockholder's legal counsel, other Signatory Stockholders or officers or
     directors of the Company) or (C) furnish to any person (other than Parent
     or its representatives) any nonpublic information or nonpublic data
     regarding the Company. The Stockholder will notify Parent or officers or
     directors of the Company orally and in writing of any such inquiries,
     offers or proposals to the Stockholder (including the terms and conditions
     of any offer or proposal and the identity of the person making any inquiry,
     offer or proposal) as promptly as possible and in any event within 24 hours
     after receipt thereof.
 
          (b)  RESTRICTION ON TRANSFER; PROXIES AND NON-INTERFERENCE;
     RESTRICTION ON WITHDRAWAL.  The Stockholder shall not, directly or
     indirectly:
 
             (i)  except pursuant to the terms of the Merger Agreement and as
        set forth on Exhibit A, offer for sale, sell, transfer, tender, pledge,
        encumber, assign or otherwise dispose of (or in any other way reduce the
        Stockholder's risk of ownership in), or enter into any contract, option
        or other arrangement or understanding with respect to or consent to the
        offer for sale, sale, transfer, tender, pledge, encumbrance, assignment
        or other disposition of (or in any other way reduce the Stockholder's
        risk of ownership in), any or all of the Shares or any other equity
        securities of the Company or any interest therein;
 
             (ii)  except as contemplated by this Agreement, grant any proxies
        or powers of attorney, deposit any Shares into any voting trust or enter
        into any voting agreement with respect to any Shares; or
 
             (iii)  take any action that would make any representation or
        warranty of the Stockholder contained herein untrue or incorrect or have
        the effect of preventing or disabling the Stockholder from performing
        the Stockholder's obligations under this Agreement.
 
          (c)  WAIVER OF APPRAISAL RIGHTS.  The Stockholder hereby waives any
     and all rights of appraisal or rights to require the Company to purchase
     any of the Shares that the Stockholder may have under the Ohio General
     Corporation Law.
 
     Section 3.2  CERTAIN AGREEMENTS WITH RESPECT TO SHARES FOR PURPOSES OF RULE
145.  If the Stockholder may be deemed to be an "affiliate" of the Company
pursuant to Rule 145 under the Securities Act of 1933, as amended, the
Stockholder has delivered, or agrees to deliver to the Parent prior to the
closing of the Merger, an Affiliate Agreement in the form previously approved by
the parties to the Merger Agreement with respect to the Shares and future
transactions with respect to Parent Shares by the Stockholder ("Affiliate
Agreement"). Each representation of the Stockholder made in Section 2.1(b) and
Section 2.1(c) hereof with respect to this Agreement is hereby confirmed to be
true and correct with respect to the Affiliate Agreement, if any.
 
     Section 3.3  BINDING OBLIGATIONS.  The Stockholder agrees that this
Agreement and the Stockholder's obligations hereunder and, if applicable, under
the Affiliate Agreement shall attach to the Shares and shall be binding upon any
person or entity to which legal or beneficial ownership of the Shares shall
pass, whether by operation of law or otherwise, including without limitation the
Stockholder's heirs, guardians, administrators or successors.
 
     Section 3.4  STOP TRANSFER.  The Stockholder agrees with, and covenants to,
Parent that the Stockholder shall not request that the Company register any
transfer of any certificate representing any of the Shares, if such transfer
would violate any provision of this Agreement.
 
                                   ARTICLE 4
 
                                  TERMINATION
 
     Section 4.1  TERMINATION.  This Agreement shall terminate if the Merger
Agreement is terminated in accordance with its terms other than as a result of
the effectiveness of the Merger. Such termination shall not
 
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affect the rights of any party for any breach of any covenants, agreements,
representations or warranties contained herein.
 
                                   ARTICLE 5
 
                                 MISCELLANEOUS
 
     Section 5.1  ENTIRE AGREEMENT; ASSIGNMENT.  This Agreement and the
Affiliate Agreement, if applicable, executed by the Stockholder, (i) constitute
the entire agreement between the parties with respect to the subject matter
hereof and thereof and supersede all other prior agreements and understandings,
both written and oral, between the parties with respect to the subject matter
hereof and (ii) shall not be assigned by operation of law or otherwise without
the prior written consent of the other party; provided that Parent may assign,
in its sole discretion, its rights and obligations hereunder and thereunder to
any direct or indirect wholly owned subsidiary of Parent, but no such assignment
shall relieve Parent of its obligations hereunder if such assignee does not
perform such obligations. Subject to the preceding sentence, this Agreement and
the Affiliate Agreement, if applicable, shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, heirs, personal
representatives, legal representatives and permitted assigns.
 
     Section 5.2  AMENDMENTS.  This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto. The Merger Agreement may be amended in
accordance with the terms thereof, and each reference herein to the Merger
Agreement shall mean the Merger Agreement as amended, provided that any such
amendment that changes the Conversion Number as provided in Section 1.5 of the
Merger Agreement or that in any way materially adversely affects the rights of
the stockholders of the Company shall have been approved in writing by the
Stockholder.
 
     Section 5.3  STOCKHOLDER CAPACITY.  If the Stockholder is or becomes during
the term hereof a director of the Company, then the Stockholder makes no
agreement or understanding herein in his or her capacity as a director. The
Stockholder signs solely in his, her or its capacity as the record and
beneficial owner of the Shares.
 
Section 5.4  WRITTEN NOTICES.  All written notices, requests, claims, demands
and other communication hereunder shall be given (and shall be deemed to have
been duly received if so given) by hand delivery, telegram, telex or telecopy,
or by mail (registered or certified mail, postage prepaid, return receipt
requested) or by any courier service, such as Federal Express, providing proof
of delivery, to the respective parties at the following addresses:
 
        (a)  if to Parent, to
 
                  CLARCOR Inc.
                   2323 Sixth Street
                   Rockford, Illinois 61104
                   Attention: Bruce A. Klein
                   Telephone: 815/961-5717
                   Telecopy: 815/968-5879
 
        with a copy (which shall not constitute notice) to:
 
                  David J. Boyd, Esq.
                   Sidley & Austin
                   One First National Plaza
                   Chicago, Illinois 60603
                   Telephone: 312/853-7444
                   Telecopy: 312/853-7036
 
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          (b)  if to the Stockholder, to
 
                  Margaret Stewart Rorie
                   7915 Lone Oak Court
                   Cincinnati, Ohio 45243
                   Telephone: 513/272-0030
 
          with a copy (which shall not constitute notice) to:
 
                  Jack W. Painter, Esq.
                   5820 Graves Lake Drive
                   Cincinnati, Ohio 45243
                   Telephone: 513/395-4011
                   Telecopy: 51 3/561-1396
 
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
 
     Section 5.5  GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio, regardless of the
laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
 
     Section 5.6  SPECIFIC PERFORMANCE.  Each of the parties hereto recognizes
and acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which there
would be no adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief, in addition to any other
remedy to which such party may be entitled, at law or in equity.
 
     Section 5.7  COUNTERPARTS.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same Agreement.
 
     Section 5.8  DESCRIPTIVE HEADING.  The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
 
     Section 5.9  FURTHER ASSURANCES.  From time to time, at Parent's reasonable
request and without further consideration, the Stockholder shall execute and
deliver such additional documents and take all such further action as may be
necessary or appropriate to consummate and make effective, in the most
expeditious manner practicable, the agreements, covenants and transactions
contemplated by this Agreement.
 
     Section 5.10  SEVERABILITY.  Whenever possible, each provision or portion
of any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable,
such invalidity, illegality or unenforceability will not affect any other
provision or portion of any provision, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision had never been contained
herein.
 
     Section 5.11  REGISTRATION RIGHTS AGREEMENT.  Prior to the closing of the
Merger, the parties will enter into an agreement for registration of the shares
of Parent Common Stock to be received by Stockholder in the Merger, which
agreement shall provide for one demand registration at the time that Parent
prepares its Annual Report on Form 10-K for the fiscal year ended November 30,
1998 and limited piggyback registration rights and which shall contain other
terms and conditions customary for transactions that are similar to the Merger.
 
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered effective for all purposes as of the date first above
written.
        CLARCOR INC.
        By: /s/ Lawrence E. Gloyd
        Name: Lawrence E. Gloyd
        Title:  Chairman and Chief Executive Officer
 
        STOCKHOLDER:
        Signature: /s/ Margaret Stewart Rorie
        Printed Name: Margaret Stewart Rorie
        Address:       7915 Lone Oak Court
                    Cincinnati, Ohio 45243
 
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                                                                       EXHIBIT A
 
                                  OWNERSHIP OF SHARES
                                           BY
                                 MARGARET STEWART RORIE
 
(1) 525,078 shares of UAS common stock owned of record, and beneficially, by
     Mrs. Rorie individually
 
     Mrs. Rorie has sole voting power and sole dispositive power of the shares
identified in (1) above.
 
     For estate planning purposes, Mr. and Mrs. Rorie have been contemplating
for several months prior to the date of the Stockholders Agreement to which this
Exhibit A is attached, the transfer by Mr. Rorie of 44,889 shares of UAS common
stock and by Mrs. Rorie of 5,000 shares of UAS common stock to a family limited
partnership of which Mr. Rorie is the general partner. Such transfer may occur
after the date hereof and prior to the consummation of the merger.