EXHIBIT 10.2
AMENDMENT TO AGREEMENT AND PLAN
OF MERGER AND REORGANIZATION
THIS AMENDMENT (the "Amendment") to the Agreement and Plan of Merger
and Reorganization (the "Merger Agreement"), dated as of September 28, 1999, by
and between ITI Technologies, Inc., a Delaware corporation ("ITI"), and SLC
Technologies, Inc., a Delaware corporation ("SLC"), is entered into as of March
9, 2000.
WHEREAS, pursuant to the Merger Agreement, SLC shall be merged with and
into ITI (the "Merger") upon the terms and subject to the conditions set forth
therein; and
WHEREAS, SLC and ITI desire to amend and restate the cash election
procedures contained in the Merger Agreement.
NOW, THEREFORE, the parties hereby agree to amend the Merger Agreement
as follows:
Section 1.6 of the Merger Agreement is deleted in its entirety and
replaced as follows:
"Section 1.6 Cash Election Procedures.
(a) Subject to Section 1.6(b), each record holder of ITI Common Stock at
the close of business on the business day immediately preceding the ITI
Stockholder Meeting (as defined in Section 5.1) will be entitled to
elect to receive cash for all or some of the shares of ITI Common Stock
("Cash Election Shares") held by such record holder. All such elections
(each an "Election") shall be made on a form designated for that
purpose by ITI and reasonably acceptable to SLC (an "Election Form")
and in accordance with all applicable laws. Any shares of ITI Common
Stock with respect to which the record holder thereof shall not, as of
the Election Deadline (as defined below), have properly submitted to
the Exchange Agent (as defined below) a properly completed Election
Form shall be deemed not to have elected to receive cash pursuant to
Section 1.5(b) and this Section 1.6. A record holder acting in
different capacities or acting on behalf of other persons in any way
shall be entitled to submit an Election Form for each capacity in which
such record holder so acts with respect to each person for which it so
acts. The exchange agent (the "Exchange Agent") shall be Norwest Bank,
N.A., or other reputable bank or trust company jointly selected by ITI
and SLC.
(b) At the Effective Time or three business days after the Election
Deadline, whichever is later, ITI shall cause the Exchange Agent to
effect the conversions among the holders of ITI Common Stock of rights
to receive the Per Share Cash Consideration in the Merger as follows:
If the aggregate number of Cash Election Shares properly elected
represents more than 50% of the number of shares of ITI Common Stock
issued and outstanding immediately prior to the Effective Time (on the
basis of Election Forms received by the Election Deadline), then the
Exchange Agent shall reduce (pro rata according to each holder's total
number of Cash Election Shares of those holders who made an Election),
rounded to the nearest whole share, a sufficient number of Cash
Election Shares such that the total number of Cash Election Shares
represents, as closely as practicable, 50% of the number of shares of
ITI Common Stock issued and outstanding immediately prior to the
Effective Time.
(c) Not later than the 20th business day prior to the date of the ITI
Stockholder Meeting, or such other date as ITI and SLC may agree in
writing, ITI shall mail an Election Form to each person that was a
holder of record of ITI Common Stock at that time. To be effective, an
Election Form
must be properly completed, signed and actually received by the
Exchange Agent not later than 5:00 p.m. prevailing Central Time, on the
business day immediately preceding the ITI Stockholder Meeting (the
"Election Deadline") and accompanied by the certificates representing
all the shares of ITI Common Stock ("ITI Certificates") as to which the
Election is being made (or an appropriate guarantee of delivery by an
eligible organization or provision for lost, stolen, misplaced or
destroyed certificates acceptable to the Exchange Agent). The Election
Form (which shall specify that delivery shall be effected and the risk
of loss and title to the ITI Certificates (and the payment right
represented by such certificates) shall pass only upon proper delivery
of such ITI Certificates to the Exchange Agent) will advise the holders
of ITI Certificates of the procedure for surrendering to the Exchange
Agent such certificates in exchange for the Per Share Cash
Consideration. ITI shall have reasonable discretion, which it may
delegate in whole or in part to the Exchange Agent, to determine
whether Election Forms have been properly completed, signed and timely
submitted or to disregard defects in Election Forms; such decisions of
ITI (or of the Exchange Agent) shall be conclusive and binding. ITI
shall consult with SLC on any significant issues regarding any Election
Form. None of SLC, ITI or the Exchange Agent shall be under any
obligation to notify any person of any defect in an Election Form
submitted to the Exchange Agent. The Exchange Agent shall also make,
and ITI shall verify, all computations contemplated by this Section
1.6, and all such computations shall be conclusive and binding on the
holders or former holders of ITI Common Stock, absent manifest error.
The Exchange Agent shall promptly provide ITI and SLC with a copy of
the completed computation. Shares of ITI Common Stock covered by an
Election Form which is not effective shall be treated as if no Election
has been made with respect to such shares of ITI Common Stock. Once an
Election is made it may not be revoked unless such revocation has been
communicated in writing to the Exchange Agent prior to the Election
Deadline. The Exchange Agent shall cause to be properly reissued ITI
Certificates representing ITI Common Stock as to which the Election is
not applicable."
IN WITNESS WHEREOF, ITI and SLC have caused this Agreement to be signed
by their respective officers thereunto duly authorized all as of this 9th day of
March, 2000.
ITI TECHNOLOGIES, INC.
By /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Chief Executive Officer and President
SLC TECHNOLOGIES, INC.
By /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Executive Officer and President
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