EXHIBIT (d)(2)
STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of October 13, 2000 (the "Agreement"),
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among United Technologies Corporation, a Delaware corporation ("Parent") Solar
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Purchaser"), and the persons and entities listed on Schedule I hereto
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(each a "Stockholder" and, collectively, the "Stockholders").
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R E C I T A L S:
WHEREAS, concurrently with the execution and delivery of this Agreement,
Parent, Purchaser and Specialty Equipment Companies, Inc., a Delaware
corporation (the "Company"), are entering into an Agreement and Plan of Merger
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(as such agreement may hereafter be amended, restated or renewed from time to
time the "Merger Agreement"), which provides, among other things, for the
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acquisition of the Company by Parent by means of a cash tender offer (the
"Offer") by Purchaser for all outstanding shares of Common Stock and for the
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subsequent merger of Purchaser with and into the Company (the "Merger"), all on
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the terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent and Purchaser have required that the Stockholders agree, and
each Stockholder has agreed, to enter into this Agreement; and
WHEREAS, the Board of Directors of the Company has approved this Agreement
and the transactions contemplated hereby prior to the date hereof;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein and the promises, representations, warranties,
covenants and agreements of Parent and Purchaser in the Merger Agreement, the
parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
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(a) "beneficially owned" or "beneficial ownership" with respect to any
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securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act of 1934, as amended
(the "Exchange Act")), including pursuant to any agreement, arrangement or
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understanding, whether or not in writing.
(b) Terms used and not defined herein, but defined in the Merger
Agreement, shall have the respective meanings ascribed to them in the Merger
Agreement.
2. Tender of Shares; Agreement to Sell.
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(a) In order to induce Parent and Purchaser to enter into the Merger
Agreement, each Stockholder hereby agrees to validly tender (or cause the record
owner of such shares to validly tender), and not to withdraw, pursuant to and in
accordance with the terms of the Offer, not later than the fifth business day
after commencement of the Offer, the number of shares of Common Stock set forth
opposite such Stockholder's name on Schedule I hereto, all of which are
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beneficially owned by such Stockholder (the "Existing Shares" and, together with
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any
shares of Common Stock acquired by such Stockholder in any capacity after the
date hereof and prior to the termination of this Agreement by means of purchase,
dividend, distribution, exercise of options, warrants or other rights to acquire
Common Stock or in any other way, the "Shares"). If a Stockholder acquires
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beneficial ownership of Shares after the date hereof, such Stockholder shall
tender such Shares on such fifth business day or, if later, on the second
business day after such acquisition. Each Stockholder hereby acknowledges and
agrees that Parent's and Purchaser's obligation to accept for payment, purchase
and pay for the Shares in the Offer, including the Shares beneficially owned by
the Stockholders, is subject to the terms and conditions of the Offer.
(b) As promptly as practicable following the expiration of the Offer (but
in no event later than 10:00 a.m., New York City time, on the first trading day
immediately after such expiration), each Stockholder hereby severally and not
jointly agrees to sell to Purchaser, and Purchaser agrees to purchase, all
Shares owned by such Stockholder not tendered pursuant to Section 1(a) at a
price per Share equal to the Offer Price. The obligations of each Stockholder
and Purchaser in this Section 1(b) is conditioned upon Purchaser purchasing
shares of Common Stock pursuant to the Offer.
(c) Purchaser shall be entitled to deduct and withhold from the
consideration otherwise payable hereunder to a holder of Shares any stock
transfer taxes and such amounts as are required to be withheld under the
Internal Revenue Code of 1986, as amended (the "Code"), or any applicable
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provision of state, local or foreign tax law, as specified in the Offer
Documents. To the extent that amounts are so withheld by Purchaser, such
withheld amounts shall be treated for all purposes of this Agreement as having
been paid to the holder of the Shares in respect of which such deduction and
withholding was made by Purchaser.
(d) Each Stockholder hereby permits Parent and Purchaser to publish and
disclose in the Offer Documents and, if approval of the Company's stockholders
is required under applicable law, the Proxy Statement (including all documents
and schedules filed with the SEC), such Stockholder's identity and ownership of
the Shares and the nature of such Stockholder's commitments, arrangements and
understandings under this Agreement; provided that such Stockholder shall have a
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right to review and comment on such disclosure a reasonable time before it is
publicly disclosed.
3. Option. (a) In order to induce Parent and Purchaser to enter into the
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Merger Agreement, each Stockholder hereby grants to Purchaser an irrevocable
option (each, an "Option") to purchase all (but not less than all) of the Shares
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beneficially owned by such Stockholder (the "Option Shares") at a price per
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Share equal to the Offer Price. Each Option granted by a Stockholder may be
exercised in whole at any time after (i) the occurrence of any event as a result
of which Parent is entitled to receive the fee referred to in Section 7.02(b) of
the Merger Agreement or (ii) such time as such Stockholder shall have breached
any of its agreements in Section 2(a), 5(a), 5(b) or 5(d).
(b) Each Option that becomes exercisable under Section 3(a) shall remain
exercisable until the later of (i) the date that is sixty (60) days after the
date such Option becomes exercisable and (ii) the date that is ten (10) days
after the later of the date that all waiting periods under the HSR Act required
for the purchase of the Shares upon such exercise shall have expired or been
terminated and the date on which all approvals required under Foreign Antitrust
Laws have been
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obtained; provided that if at the expiration of such period there shall be in
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effect any injunction or other order issued by any Governmental Entity
prohibiting the exercise of such Option, the exercise period shall be extended
until ten (10) days after the date that no such injunction or order is in
effect. In the event that Purchaser wishes to exercise an Option, Purchaser
shall send a written notice to the applicable Stockholder identifying the place
and date (not less than two (2) nor more than ten (10) business days from the
date of the notice) for the closing of such purchase (an "Option Closing"). At
each Option Closing Parent and Purchaser shall deliver in immediately available
funds the aggregate exercise price due for the Option Shares to be purchased at
such Option Closing, against delivery of such Option Shares.
4. Representations and Warranties of Parent and Purchaser. Each of Parent
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and Purchaser hereby represents and warrants to the Stockholders as follows:
(a) Power; Authorization; Binding Agreement; Standing. Parent and
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Purchaser each has the corporate power and authority to enter into and perform
all of its obligations under this Agreement; the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by the Board of Directors of each of Parent and
Purchaser, and no other corporate proceedings on the part of Parent or Purchaser
are necessary to authorize this Agreement or to consummate the transactions
contemplated hereby; each of Parent and Purchaser are corporations duly
organized, validly existing and in good standing under the laws of the
jurisdiction of their incorporation; the execution, delivery and performance of
this Agreement by each of Parent and Purchaser will not violate any other
agreement to which either of them is a party; and this Agreement has been duly
and validly executed and delivered by each of Parent and Purchaser and
constitutes a valid and binding agreement of each of Parent and Purchaser,
enforceable against each of Parent and Purchaser in accordance with its terms,
except that such enforceability (i) may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to enforcement of
creditors' rights generally and (ii) is subject to general principles of equity.
(b) No Conflicts. Except for filings under the HSR Act and the Exchange
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Act (i) no filing with, and no permit, authorization, consent or approval of an
Governmental Entity for the execution and delivery of this Agreement by each of
Parent and Purchaser, the consummation by each of Parent and Purchaser of the
transactions contemplated hereby and the compliance by each of Parent and
Purchaser with the provisions hereof and (ii) none of the execution and delivery
of this Agreement by each of Parent and Purchaser, the consummation by each of
Parent and Purchaser of the transactions contemplated hereby or compliance by
each of Parent and Purchaser with any of the provisions hereof shall (A)
conflict with or result in any breach of any organizational documents applicable
to each of Parent and Purchaser, (B) 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, modification or
acceleration) under any of the terms, conditions or provisions of any note, loan
agreement, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of any
kind to which either Parent or Purchaser are a party or by which either Parent
or Purchaser or any of their respective properties or assets may be bound, or
(C) violate any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to either Parent or Purchaser or any of their
properties or assets.
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(c) No Expansion of Liability. Neither the execution hereof nor the
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performance of any obligations hereunder shall in any manner cause the
Stockholders to have any greater liability with respect to any representation or
warranty made by the Company in the Merger Agreement than such Stockholders
would otherwise have with respect thereto. The Stockholders shall not be deemed
to have made any representation or warranty, whether express or implied, other
than as expressly set forth in Section 6 hereof.
5. Additional Agreements.
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(a) Except if the Merger Agreement has been terminated, each Stockholder
shall, at any meeting of the stockholders of the Company, however called, or in
connection with any written consent of the stockholders of the Company, vote (or
cause to be voted) all Shares then held of record or beneficially owned by such
Stockholder, (i) in favor of the Merger, the execution and delivery by the
Company of the Merger Agreement and the approval of the terms thereof and each
of the other actions contemplated by the Merger Agreement and this Agreement and
any actions required in furtherance thereof and hereof and (ii) against any
proposal relating to an Acquisition Proposal and against any action or agreement
that would impede, frustrate, prevent or nullify this Agreement, or result in a
breach in any respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement or which would
result in any of the conditions set forth in Annex I to the Merger Agreement or
set forth in Article VI of the Merger Agreement not being fulfilled.
(b) Each Stockholder hereby covenants and agrees that, except as
contemplated by this Agreement and the Merger Agreement, it shall not (i) offer
to transfer (which term shall include, without limitation, any sale, tender,
gift, pledge, assignment or other disposition), transfer or consent to any
transfer of, any or all of the Shares beneficially owned by such Stockholder 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 other action that would make any
representation or warranty of such Stockholder contained herein untrue or
incorrect or in any way restrict, limit or interfere with the performance of its
obligations hereunder or the transactions contemplated hereby or by the Merger
Agreement.
(c) Each Stockholder hereby irrevocably grants to, and appoints, Purchaser
and any designee of Purchaser, and each of them individually, such Stockholder's
proxy and attorney-in-fact (with full power of substitution), for and in the
name, place and stead of such Stockholder, to vote the Shares beneficially owned
by such Stockholder, or grant a consent or approval in respect of such Shares,
in the manner specified in Section 5(a). Each Stockholder represents that any
proxies heretofore given in respect of Shares beneficially owned by such
Stockholder are not irrevocable and that any such proxies are hereby revoked.
Each Stockholder hereby affirms that the irrevocable proxy set forth in this
Section 5(c) is given in connection with the execution of the Merger Agreement
and that such irrevocable proxy is given to secure the performance of the duties
of such Stockholder under this Agreement. Each Stockholder hereby further
affirms that the irrevocable proxy is coupled with an interest and may under no
circumstances be revoked. Each Stockholder hereby ratifies and confirms all
that such
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irrevocable proxy may lawfully do or cause to be done by virtue hereof. Without
limiting the generality of the foregoing, such irrevocable proxy is executed and
intended to be irrevocable in accordance with the provisions of Section 212(e)
of the DGCL.
(d) Each Stockholder hereby agrees that neither such Stockholder nor any of
its affiliates, representatives or agents shall (and, if such Stockholder is a
corporation, partnership, trust or other entity, such Stockholder shall cause
its officers, directors, partners, and employees, representatives and agents,
including its investment bankers, attorneys and accountants, not to), directly
or indirectly, encourage, solicit, initiate or participate in any way in any
discussions or negotiations with, or provide any information to, or afford any
access to the properties, books or records of the Company or any of its
Subsidiaries to, or otherwise take any other action to assist or facilitate, any
Person or group (other than Parent or Purchaser or any affiliate or associate of
Parent or Purchaser) concerning any Acquisition Proposal. Each Stockholder will
immediately cease any existing activities, discussions or negotiations conducted
heretofore with respect to any Acquisition Proposal. Each Stockholder will
immediately communicate to Purchaser the terms of any Acquisition Proposal (or
any discussion, negotiation or inquiry with respect thereto) and the identity of
the Person making such Proposal or inquiry which it may receive.
(e) Subject to the terms and conditions of this Agreement, each of the
parties hereto agrees to use all reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws to consummate and make effective the
transactions contemplated by this Agreement. Each party shall promptly consult
with the other and provide any necessary information and material with respect
to all filings made by such party with any Governmental Entity in connection
with this Agreement and the transactions contemplated hereby.
(f) Each Stockholder hereby waives any rights of appraisal or rights to
dissent from the Merger that it may have.
6. Representations and Warranties of each Stockholder. Except as set
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forth on Exhibit A hereto each Stockholder hereby represents and warrants,
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severally and not jointly and only with respect to itself, to Purchaser as
follows:
(a) Such Stockholder is the record and beneficial owner of the Existing
Shares set forth opposite its name on Schedule I. Such Existing Shares
constitute all of the Shares owned of record or beneficially owned by such
Stockholder on the date hereof. Such Stockholder has sole voting power and sole
power to issue instructions with respect to the matters set forth in Sections 2,
3 and 5 hereof, sole power of disposition, sole power to demand and waive
appraisal rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of such Existing Shares with no
limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
(b) Such Stockholder has the power and authority to enter into and perform
all of such Stockholder's obligations under this Agreement. This Agreement has
been duly and validly executed and delivered by such Stockholder and constitutes
a legal, valid and binding agreement of such Stockholder, enforceable against
such Stockholder in accordance with its terms, except that such enforceability
may be limited by bankruptcy, insolvency and similar
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laws affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity). There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which such Stockholder is a trustee, or any party
to any other agreement or arrangement, whose consent is required for the
execution and delivery of this Agreement or the consummation by such Stockholder
of the transactions contemplated hereby.
(c) Except for filings under the HSR Act and the Exchange Act (i) no filing
with, and no permit, authorization, consent or approval of, any Governmental
Entity is necessary for the execution and delivery of this Agreement by such
Stockholder, the consummation by such Stockholder of the transactions
contemplated hereby and the compliance by such Stockholder with the provisions
hereof and (ii) none of the execution and delivery of this Agreement by such
Stockholder, the consummation by such Stockholder of the transactions
contemplated hereby or compliance by such Stockholder with any of the provisions
hereof, except in cases in which any conflict, breach, default or violation
described below would not interfere with the ability of such Stockholder to
perform such Stockholder's obligations hereunder, shall (A) conflict with or
result in any breach of any organizational documents applicable to such
Stockholder, (B) 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, modification or acceleration) under,
any of the terms, conditions or provisions of any note, loan agreement, bond,
mortgage, indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind, including, without
limitation, any voting agreement, proxy arrangement, pledge agreement,
stockholders agreement or voting trust, to which such Stockholder is a party or
by which it or any of its properties or assets may be bound, or (C) violate any
order, writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to such Stockholder or any of its properties or assets.
(d) Except as permitted by this Agreement, the Existing Shares beneficially
owned by such Stockholder and the certificates representing such 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, proxies, voting trusts or agreements, understandings or arrangements
or any other rights whatsoever, except for any such liens or proxies arising
hereunder. The transfer by such Stockholder of the Shares to Purchaser in the
Offer or hereunder shall pass to and unconditionally vest in Purchaser good and
valid title to all Shares, free and clear of all liens, proxies, voting trusts
or agreements, understandings or arrangements or any other rights whatsoever.
(e) 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 in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of such Stockholder.
7. Stop Transfer. Each Stockholder shall request that the Company not
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register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares beneficially owned by
such Stockholder, unless such transfer is made in compliance with this
Agreement.
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8. Termination. This Agreement shall terminate with respect to any
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Stockholder upon the earliest of (a) the Effective Time, (b) the first
anniversary of the date hereof and (c) the termination of the Merger Agreement
(unless, in the case of this clause (c), Parent is entitled to receive a fee
pursuant to Section 7.02(b) of the Merger Agreement in connection with such
termination or prior to such termination such Stockholder has breached Section
2(a), 5(a), 5(b) or 5(d)).
9. No Limitation. Nothing in this Agreement shall be construed to
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prohibit Stockholder, or any officer or affiliate of a Stockholder who is or has
designated a member of the Board of Directors of the Company, from taking any
action solely in his or her capacity as a member of the Board of Directors of
the Company or from exercising his or her fiduciary duties as a member of such
Board of Directors to the extent specifically permitted, or not prohibited by
the Merger Agreement. 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 Shares.
10. Miscellaneous.
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(a) This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersede all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof.
(b) This Agreement shall not be assigned by operation of law or otherwise
without the prior written consent of each Stockholder (in the case of any
assignment by Purchaser) or Parent and Purchaser (in the case of an assignment
by a Stockholder), provided that Parent or Purchaser may assign its rights and
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obligations hereunder to Parent or any direct or indirect Subsidiary of Parent,
but no such assignment shall relieve Parent and Purchaser of their obligations
hereunder.
(c) Without limiting any other rights Parent and Purchaser may have
hereunder in respect of any transfer of Shares, each Stockholder agrees that
this Agreement and the obligations hereunder shall attach to the Shares
beneficially owned by such Stockholder 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, without limitation, such Stockholder's
heirs, guardians, administrators or successors.
(d) This Agreement may not be amended, changed, supplemented or otherwise
modified with respect to a Stockholder except by an instrument in writing signed
on behalf of such Stockholder and Parent and Purchaser.
(e) All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been duly received if given) by hand delivery or by facsimile transmission with
confirmation of receipt, as follows:
If to a Stockholder:
At the addresses and facsimile numbers set forth on Schedule I hereto.
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Copy to:
Xxxxx Xxxxxx Xxxxxx LP
Suite 000
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Forth, Esq.
Facsimile No.: (000) 000-0000
If to Parent or Purchaser:
United Technologies Corporation
United Technologies Building
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel
Facsimile: 000-000-0000
Copy to:
Cleary, Gottlieb, Xxxxx & Xxxxxxxx
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxxx, Esq.
Facsimile No.: (000) 000-0000
or to such other address or facsimile number as the person to whom notice is
given may have previously furnished to the others in writing in the manner set
forth above.
(f) 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 in any respect under
any applicable law or rule in any jurisdiction such invalidity, illegality or
unenforceability will not affect any other provision or portion of any provision
in such jurisdiction, 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.
(g) All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by any party shall not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party.
(h) The failure of any party hereto to exercise any rights, power or remedy
provided under this Agreement or otherwise available in respect hereof at law or
in equity, or to insist upon compliance by any other party hereto with its
obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof, shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such
compliance.
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(i) This Agreement shall be binding upon and inure solely to the benefit of
each party hereto, and nothing in this Agreement, express or implied, is
intended to confer upon any other Person any rights or remedies of any nature
whatsoever under or by reason of this Agreement, provided that, in the event of
a Stockholder's death, the benefits to be received by the Stockholder hereunder
shall inure to his successors and heirs.
(j) This Agreement shall be governed and construed in accordance with the
laws of the State of Delaware, without giving effect to the principles of
conflicts of law thereof.
(k) The parties agree that irreparable damage would occur 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 parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in any Delaware state court or any Federal court located in
such State, this being in addition to any other remedy to which they are
entitled at law or in equity. In addition, each of the parties hereto (i)
consents to submit itself to the personal jurisdiction of any Delaware state
court or any Federal court located in such State in the event any dispute arises
out of this Agreement or any transaction contemplated by this Agreement, (ii)
agrees that it will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, (iii) agrees that it will
not bring any action relating to this Agreement or any transaction contemplated
by this Agreement in any court other than any such court and (iv) waives any
right to trial by jury with respect to any action related to or arising out of
this Agreement or any transaction contemplated by this Agreement. The parties
irrevocably and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby in any such court, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum. Notwithstanding the foregoing, Parent and Purchaser
acknowledge and agree that such consent to jurisdiction is solely for the
purpose referred to in this paragraph (k) and shall not be deemed to be a
general submission to the jurisdiction of said courts in the State of Delaware
other than for such purposes.
(l) 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.
(m) This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute one
and the same agreement. This Agreement shall not be effective as to any party
hereto until such time as this Agreement or a counterpart thereof has been
executed and delivered by each party hereto.
(n) Except as otherwise provide herein, each party shall pay its, his or
her own expenses incurred in connection with this Agreement.
* * * Remainder of Page Intentionally Left Blank, Signature Pages Follow * * *
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IN WITNESS WHEREOF, Purchaser, Parent and the Stockholders have caused this
Agreement to be duly executed as of the day and year first above written.
SOLAR ACQUISITION CORP.
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: President
UNITED TECHNOLOGIES CORPORATION
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: Vice President
* * * Stockholders' Signatures On Next Page * * *
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IN WITNESS WHEREOF, Purchaser, Parent and the Stockholders have caused
this Agreement to be duly executed as of the day and year first above written.
XXXXXXX X. XXXXXX FAMILY LIMITED PARTNERSHIP
By: Xxxxxxx X. Xxxxxx G.P., Inc., its general
partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxx
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SCHEDULE I
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Number of Shares of Common Stock
Stockholder Beneficially Owned Address
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Xxxxxxx X. Xxxxxx Family 7,736,569 0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxxxx Xxxx Xxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
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Xxxxx X. Xxxxxx 16,606 c/o First Allied Corp.
000 Xxxxxxxx Xx.
Xxxxxxxxx, Xxx Xxxx, 00000
Facsimile: (000) 000-0000
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Xxxxx X. Xxxxxx 15,000 000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
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EXHIBIT A
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The Shares owned by the Xxxxxxx X. Xxxxxx Family Limited Partnership are
pledged to Manufacturers and Traders Trust Company and Bank of America, N.A.,
both of which have consented to this Agreement.
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