EXHIBIT (C)(2)
MANAGEMENT ROLL-OVER AGREEMENT
February 14, 1996
CHO Holdings Inc.
CHO Acquisition Inc.
Metro Tower, Suite 1170
000 Xxxxx Xxxx
Xxxxxx Xxxx, Xxxxxxxxxx 00000-0000
Gentlemen:
I understand that Andros Incorporated (the "Company"), CHO Holdings Inc.
("Holdings") and CHO Acquisition Inc. ("Acquisition") have entered into an
Agreement and Plan of Merger of even date herewith (the "Merger Agreement")
pursuant to which (i) Acquisition shall commence a tender offer (the "Offer")
for all of the outstanding shares of common stock of the Company (the "Shares")
and (ii) Acquisition shall, subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement, be merged with and into the
Company (the "Merger"). In connection with the Merger Agreement, Acquisition,
Holdings and I hereby agree as follows:
1. I agree that the number of options for Shares (the "Options")
specified below my signature hereto shall not be cashed out pursuant to the
terms of the Merger Agreement, and that I shall not exercise any of such
Options. Instead, prior to the Merger I shall surrender such Options in
exchange for options to acquire shares of common stock of Holdings.
2. At or prior to the consummation of the Merger, I shall enter into a
stockholders' agreement, upon terms and in a form reasonably satisfactory to
me and Holdings, governing the exercise of such Options and the terms of
common stock issuable pursuant to such Options.
3. This Agreement shall terminate upon any termination of the Merger
Agreement (other than as a result of consummation of the Merger).
Please acknowledge your understanding of and agreement to the foregoing by
executing and returning to me the enclosed copy of this letter.
Sincerely,
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Name:
Number of Rolled Options:
ACKNOWLEDGED AND AGREED:
CHO HOLDINGS INC.
By /s/ XXXX-XXXXXX XXXXX
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Name: Xxxx-Xxxxxx Xxxxx
Title: Vice President and Treasurer
CHO ACQUISITION INC.
By /s/ XXXX-XXXXXX XXXXX
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Name: Xxxx-Xxxxxx Xxxxx
Title: Vice President and Treasurer
