STOCKHOLDERS AGREEMENT dated as of September , 1997, among
Imperial ▇▇▇▇▇ Corporation, a Texas corporation ("IHK"), IHK Merger Sub
Corporation, a Delaware corporation and wholly owned subsidiary of IHK ("Merger
Sub"), and the other parties identified on Schedule A hereto (each, a
"Stockholder").
WHEREAS, each Stockholder desires that Savannah Foods & Industries,
Inc., a Delaware corporation (the "Company"), IHK and Merger Sub enter into an
Agreement and Plan of Merger dated as of the date hereof (as the same may be
amended or supplemented, the "Merger Agreement") with respect to the merger of
Merger Sub with and into the Company (the "Merger"); and
WHEREAS, such Stockholder is executing this Agreement as an inducement
to IHK and Merger Sub to enter into and execute the Merger Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by IHK
and Merger Sub of the Merger Agreement and the mutual covenants, conditions and
agreements contained herein and therein, the parties agree as follows:
SECTION 1. Representations and Warranties. Each Stockholder
severally, and not jointly, represents and warrants to IHK and Merger Sub as
follows:
(a) Such Stockholder is the record or beneficial owner of the number
of shares of Common Stock, par value $0.25 per share, of the Company (the
"Company Common Stock") and holds options for shares of Company Common
Stock, each as set forth opposite such Stockholders' name in Schedule A
hereto (as may be adjusted from time to time pursuant to Section 4, such
Stockholder's "Shares"). Except for such Stockholder's Shares, such
Stockholder is not the record or beneficial owner of any shares of Company
Common Stock. Any of such Shares which are described on Schedule A as
option shares shall be deemed "Option Shares" for the purposes of this
Agreement. All other shares shall be deemed "Owned Shares." Any Option
Shares which are exercised prior to the termination of this Agreement shall
be deemed to be "Owned Shares."
(b) This Agreement has been duly authorized, executed and delivered by
such Stockholder and constitutes the legal, valid and binding obligation of
such Stockholder, enforceable against such Stockholder in accordance with
its terms. Neither the execution and delivery of this Agreement nor the
consummation by such Stockholder of the transactions contemplated hereby
will result in a violation of, or a default under, or conflict with, any
contract, trust, commitment, agreement, understanding, arrangement or
restriction of any kind to which such Stockholder is a party or bound or to
which such Stockholder's Shares are subject. The consummation by such
Stockholder of the transactions contemplated hereby
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 such Stockholder's Shares.
(c) Such Stockholder's Owned Shares and the certificates representing
such Owned Shares are now and at all times during the term hereof will be
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 any such encumbrances arising
hereunder.
(d) Such Stockholder understands and acknowledges that IHK is entering
into, and causing Merger Sub to enter into, the Merger Agreement in
reliance upon such Stockholder's execution and delivery of this Agreement.
SECTION 2. Purchase and Sale of Shares. So long as the Per Share
Amount in the Offer is not less than $20.25 in cash (net to the seller), each
Stockholder hereby severally agrees that he shall tender his Owned Shares into
the Offer prior to the expiration of the Offer and that it shall not withdraw
any Shares so tendered (it being understood that the obligation contained in
this sentence is unconditional).
SECTION 3. Covenants. Each Stockholder severally, and not
jointly, agrees with, and covenants to, IHK and Merger Sub as follows: such
Stockholder shall not, except as contemplated by the terms of this Agreement,
during the term of this Agreement, (i) transfer (which term shall include,
without limitation, for the purposes of this Agreement, any sale, gift, pledge
or other disposition), or consent to any transfer of, any or all of such
Stockholder's Shares or any interest therein, (ii) enter into any contract,
option or other agreement or understanding with respect to any transfer of any
or all of such Shares or any interest therein, (iii) grant any proxy, power-of-
attorney or other authorization or consent in or with respect to such Shares,
(iv) deposit such Shares into a voting trust or enter into a voting agreement or
arrangement with respect to such Shares or (v) take any action that would in any
way restrict, limit or interfere with the performance of its obligations
hereunder or the transactions contemplated hereby; provided that each
Stockholder shall be entitled to transfer all or any portion of such
Shareholder's Shares to any person or entity which agrees in writing to be bound
by the provisions of this Agreement.
SECTION 4. Certain Events. Each Stockholder agrees that this
Agreement and the obligations hereunder shall attach to such Stockholder's
Shares 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, including without limitation 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 the Company affecting the Company Common Stock, or the acquisition
of additional shares of Company Common Stock or other securities or rights of
the Company by any Stockholder, the number of Owned Shares and Option Shares
listed on Schedule A
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beside the name of such Stockholder shall be adjusted appropriately and this
Agreement and the obligations hereunder shall attach to any additional shares of
Company Common Stock or other securities or rights of the Company issued to or
acquired by such Stockholder.
SECTION 5. Transfer. Each Stockholder agrees with and covenants
to IHK that such Stockholder shall not request that the Company register the
transfer (booked as entry or otherwise) of any certificated or uncertificated
interest representing any of the securities of the Company, unless such transfer
is made in compliance with this Agreement.
SECTION 6. Stockholder Capacity. No person executing this Agreement
who is or becomes during the term hereof a director or officer of the Company
makes any agreement or understanding herein in his or her capacity as such
director or officer. Each Stockholder signs solely in his or her capacity as the
record holder and beneficial owner of such Stockholder's Shares and nothing
herein shall limit or affect any actions taken by a Stockholder in its capacity
as an officer or director for the Company to the extent specifically permitted
by the Merger Agreement.
SECTION 7. Further Assurances. Each Stockholder shall, upon request
of IHK or Merger Sub, execute and deliver any additional documents and take such
further actions as may reasonably be deemed by IHK or Merger Sub to be necessary
or desirable to carry out the provisions hereof.
SECTION 8. Termination. This Agreement, and all rights and
obligations of the parties hereunder, shall terminate upon the earlier of (a)
the date upon which the Merger Agreement is terminated by the Company, IHK or
Merger Sub for any reason in accordance with its terms or (b) the date that IHK
or Merger Sub shall have purchased and paid for the Shares of each Stockholder
pursuant to the Offer.
SECTION 9. Miscellaneous.
(a) Capitalized terms used and not otherwise defined in this Agreement
shall have the respective meanings assigned to such terms in the Merger
Agreement.
(b) 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 such other address
for a party as shall be specified by like notice): (i) if to IHK or Merger
Sub, to the address set forth in Section 9.02 of the Merger Agreement; and
(ii) if to a Stockholder, to the address set forth on Schedule A hereto, or
such other address as may be specified in writing by such Stockholder.
(c) 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.
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(d) 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 (even without the signature of any other Stockholder) as to any
Stockholder when one or more counterparts have been signed by each of IHK,
Merger Sub and such Stockholder and delivered to IHK and such Stockholder.
(e) 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.
(f) 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 or laws thereof.
(g) 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. Any
assignment in violation of the foregoing shall be void.
(h) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstances, 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.
(i) Each Stockholder agrees that irreparable damage would occur and
that IHK and Merger Sub 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 IHK and Merger Sub shall be entitled to an
injunction or injunctions to prevent breaches by any Stockholder of this
Agreement and to enforce specifically the terms and provisions of this
Agreement.
(j) 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.
IN WITNESS WHEREOF, IHK, Merger Sub and the Stockholders have caused
this Agreement to be duly executed and delivered as of the date first written
above.
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IMPERIAL ▇▇▇▇▇ CORPORATION
By:_________________________________
Name:
Title:
IHK MERGER SUB CORPORATION
By:_________________________________
Name:
Title:
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SCHEDULE A
NUMBER OF SHARES OF
NUMBER OF SHARES OF COMMON STOCK ISSUABLE
STOCKHOLDER (INCLUDING ADDRESS) COMMON STOCK OWNED UPON EXERCISE OF OPTIONS
------------------------------- ------------------- ------------------------
W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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