Exhibit 99.1
CONFORMED COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT") is entered into this
24th day of March, 2000, by and among The Titan Corporation, a Delaware
corporation ("ACQUIROR"), V T Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Acquiror ("MERGER SUB"), and each of the undersigned
stockholders (each a "STOCKHOLDER" and collectively, the "STOCKHOLDERS") of
AverStar, Inc., a Delaware corporation (the "COMPANY").
WHEREAS, the Stockholders own of record and/or beneficially
the shares of common stock, $.001 par value, of the Company ("COMPANY COMMON
STOCK") set forth opposite their respective names on SCHEDULE A hereto and
desire to enter into this Agreement with respect to such shares of Company
Common Stock;
WHEREAS, Acquiror, Merger Sub and the Company have
contemporaneously with the execution of this Agreement entered into an Agreement
and Plan of Merger (the "MERGER AGREEMENT"), dated as of the date hereof, which
provides, among other things, for the merger (the "MERGER") of Merger Sub with
and into the Company pursuant to the terms and conditions thereof; and
WHEREAS, as an essential condition and inducement to Acquiror
and Merger Sub entering into the Merger Agreement, Acquiror has required that
the Stockholders agree, and the Stockholders have agreed, to enter into this
Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements contained herein and in the
Merger Agreement and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, and intending to be legally bound
hereby, agree as follows:
SECTION 1. DEFINITIONS
Capitalized terms used herein and not otherwise defined shall
have the meanings given to such terms as in the Merger Agreement.
SECTION 2. DISPOSITION OF THE SHARES
(a) Each Stockholder covenants and agrees that from the date
of this Agreement until the Termination Date (as defined in SECTION 17 hereof),
such Stockholder shall not sell, assign, transfer, encumber, pledge, mortgage or
otherwise encumber or dispose of or enter into any contract, option or other
agreement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance, pledge, mortgage or other Encumbrance or
disposition of,
any shares of Company Common Stock or any other capital stock of the Company
(together, the "CAPITAL STOCK") or any other voting interests in the Company now
owned or hereafter acquired beneficially or of record by such Stockholder.
(b) Each Stockholder hereby agrees and consents to the entry
of stop transfer instructions by the Company against the transfer of any shares
of Capital Stock consistent with the terms of SECTION 1(A) hereof.
SECTION 3. VOTING
(a) Each Stockholder hereby agrees to appear, or cause the
holder of record on any applicable record date (the "RECORD HOLDER") to appear,
in person or by proxy, for the purpose of obtaining a quorum at any annual or
special meeting of stockholders of the Company and at any adjournment thereof
for the purpose of voting on the Merger Agreement and the transactions
contemplated thereby (a "Meeting").
(b) Each Stockholder further agrees that at any such Meeting
such Stockholder shall vote, or cause the Record Holder to vote, in person or by
proxy all of the shares of Capital Stock, and any other voting interests of the
Company directly or indirectly owned or hereafter acquired beneficially or of
record by such Stockholder:
(i) in favor of the Merger and the adoption of the
Merger Agreement and the transactions contemplated thereby (including any
amendments or modifications of the terms thereof approved by the Board of
Directors of the Company and by Acquiror) in connection with any meeting of, or
solicitation of consents from, the stockholders of the Company at which or in
connection with which the Merger and the Merger Agreement are submitted for the
consideration and vote of the stockholders of the Company;
(ii) against approval or adoption of any
extraordinary corporate transaction (other than the Merger, the Merger Agreement
or the transactions contemplated thereby) including, without limitation, any
transaction involving (A) the sale or transfer of all or substantially all of
the Capital Stock, whether by merger, consolidation or other business
combination, (B) a sale or transfer of all or substantially all of the assets of
the Company or its Subsidiaries, (C) a reorganization, recapitalization or
liquidation of the Company or its Subsidiaries, or (D) any amendment to the
Company's governing instruments creating any new class of securities of the
Company or otherwise affecting the rights of any class of security as currently
in effect;
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(iii) against approval or adoption of resolutions
which would have the effect of preventing, materially delaying or otherwise
materially frustrating consummation of the Merger or otherwise preventing or
materially delaying the Company from performing its obligations under the Merger
Agreement; and
(iv) against any action which would constitute a
material breach of any provision of the Merger Agreement.
To the extent inconsistent with the foregoing provisions of
this SECTION 2, each Stockholder revokes any and all previous proxies with
respect to shares of Capital Stock owned beneficially and/or of record by such
Stockholder and agrees not to grant any proxy with respect to and any other
voting interests in the Company owned or hereafter acquired beneficially or of
record by such Stockholder.
SECTION 4. PROXY; FURTHER ASSURANCES
(a) Contemporaneously with the execution of this Agreement:
(i) each Stockholder has delivered to Acquiror a proxy in the form attached to
this Agreement as EXHIBIT A, which shall be irrevocable to the fullest extent
permitted by law, with respect to the shares referred to therein (the "PROXY");
and (ii) each Stockholder has caused to be delivered to Acquiror an additional
proxy (in the form attached hereto as EXHIBIT A) executed on behalf of the
record owner of any outstanding shares of Company Common Stock that are owned
beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not
of record, by such Stockholder, which proxy shall be irrevocable to the fullest
extent permitted by law, with respect to the shares referred to therein.
(b) Each Stockholder shall, at Acquiror's own expense, perform
such further acts and execute such further documents and instruments as may
reasonably be required to vest in Acquiror the power to carry out and give
effect to the provisions of this Agreement. Without limiting the generality of
the foregoing, none of the parties hereto shall enter into any agreement or
arrangement (or alter, amend or terminate any existing agreement or arrangement)
or transaction if such action would materially impair or materially interfere
with the ability of any party to effectuate, carry out and comply with all of
the terms of this Agreement.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder hereby, severally and not jointly, represents
and warrants to Acquiror as follows:
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(a) Such Stockholder has the legal capacity and all other
power and authority necessary to enter into this Agreement, to perform the
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by such Stockholder and,
assuming due authorization, execution and delivery by Acquiror, Merger Sub and
the other parties hereto, constitutes a legal, valid and binding obligation of
such Stockholder, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general applicability relating to or
affecting creditor's rights generally and by the application of general
principles of equity.
(b) The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not conflict with or
violate any law, regulation, court order, judgment or decree applicable to such
Stockholder or by which the property of such Stockholder is bound or affected,
or conflict with or result in any breach of or constitute a default under any
contract or agreement to which such Stockholder is a party or by which such
Stockholder or such Stockholder's property is bound or affected, which conflict,
violation, breach or default would adversely affect such Stockholder's ability
to perform the obligations of this Agreement.
(c) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby do not and will not require
any consent or other action by any Person under, any provision of any agreement,
contract or other instrument binding on such Stockholder.
(d) The shares of Company Common Stock reflected on SCHEDULE A
as being owned by such Stockholder are the only shares of voting Capital Stock
of the Company or any other voting interests in the Company owned beneficially
or of record by such Stockholder, and except as set forth in SCHEDULE A, such
Stockholder does not own any other options, warrants or rights to acquire shares
of any class of capital stock of the Company or any other voting interests in
the Company. Such Stockholder has the sole power respecting voting and transfer
of such Stockholder's shares of Capital Stock. The shares and certificates
representing such shares held by such Stockholder are now, and at all times
during the term hereof will be, owned as indicated on SCHEDULE A by such
Stockholder, free and clear of all liens, claims, security interests, proxies,
options, warrants or other rights, 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 investment banker, broker, finder or other intermediary
is entitled to a fee or commission in respect of this Agreement based upon any
arrangement or agreement made by or on behalf of such Stockholder.
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SECTION 6. COVENANTS OF EACH STOCKHOLDER
(a) From the date of this Agreement until the Termination Date
(as defined in SECTION 17 hereof), subject to Section 18(a) each Stockholder
shall not, and shall use its reasonable efforts to not permit any
Representatives of the Company to, directly or indirectly, (i) initiate,
solicit, encourage or knowingly facilitate (including by way of furnishing
information), the making of any proposal or offer that constitutes, an
Acquisition Proposal, (ii) enter into or maintain or continue discussions or
negotiate with any Person (other than Acquiror) in furtherance of such inquiries
or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or
endorse any Acquisition Proposal, or authorize or permit any Representatives of
the Company to take any such action and, such Stockholder shall promptly notify
Acquiror of any such inquiries and proposals received by such Stockholder or to
such Stockholder's knowledge any of Representatives of the Company, relating to
any of such matters. Each Stockholder severally and not jointly further agrees
to use such Stockholder's reasonable efforts as a stockholder to cause the
Company to comply with the obligations of the Company set forth in SECTION 5.10
of the Merger Agreement.
(b) Except pursuant to the terms of this Agreement, no
Stockholder shall without the prior written consent of Acquiror or Merger Sub,
directly or indirectly, grant any proxies or enter into any voting trust or
other agreement or arrangement with respect to the voting of any Capital Stock
or any options, warrants or other rights to acquire stock of the Company.
SECTION 7. SPECIFIC PERFORMANCE
Each Stockholder acknowledges and agrees that there would be
no adequate remedy at law for Acquiror or Merger Sub if such Stockholder fails
to perform any of such Stockholder's obligations hereunder, and accordingly
agrees that Acquiror and Merger Sub, in addition to any other remedy to which
they may be entitled at law or in equity, shall be entitled to compel specific
performance of the obligations of such Stockholder under this Agreement in
accordance with the terms and conditions of this Agreement in any court of the
United States or any State thereof having jurisdiction. Each Stockholder hereby
waives any objection to the imposition of such relief or to the posting of a
bond in connection therewith.
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SECTION 8. GOVERNING LAW
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 of law.
SECTION 9. PARTIES IN INTEREST
This Agreement shall inure to the benefit of and shall be
binding upon the parties hereto and their respective heirs, legal
representatives and permitted assigns. If any Stockholder shall at any time
hereafter acquire ownership of, or voting power with respect to, any additional
shares of Capital Stock or any other voting interests in the Company in any
manner, whether by the exercise of any options or any securities or rights
convertible into or exchangeable for shares of Capital Stock or any other voting
interests in the Company, by operation of law or otherwise, such shares or other
interests shall be held subject to all of the terms and provisions of this
Agreement. Without limiting the foregoing, each Stockholder specifically agrees
that the obligations of such Stockholder hereunder shall not be terminated by
operation of law, whether by death or incapacity of such Stockholder or
otherwise.
SECTION 10. AMENDMENT
This Agreement shall not be amended, altered or modified
except by an instrument in writing duly executed and delivered on behalf of each
of the parties hereto.
SECTION 11. SEVERABILITY
If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms of this
Agreement remain as originally contemplated to the fullest extent possible.
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SECTION 12. WAIVER
Except as provided in this Agreement, no action taken pursuant
to this Agreement, including without limitation any investigation by or on
behalf of any party, shall be deemed to constitute a waiver by the party taking
such action of compliance with any representations, warranties, covenants or
agreements contained in this Agreement. The waiver by any party hereto of a
breach of any provision hereunder shall not operate or be construed as a wavier
of any prior or subsequent breach of the same or any other provision hereunder.
SECTION 13. NOTICES
All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
as of the date delivered, mailed or transmitted, and shall be effective upon
receipt, if delivered personally, mailed by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
changes of address) or sent by electronic transmission to the telecopier number
specified below:
If to a Stockholder:
To such Stockholder's address
or telecopier number as set forth
on SCHEDULE A attached hereto
with a copy (which does not constitute notice) to:
Xxxxxxx Berlin Shereff Xxxxxxxx, LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxx, Esq.
Telecopier No.: (000) 000-0000
If to Acquiror or Merger Sub:
The Titan Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.,
General Counsel
Telecopier No. (000) 000-0000
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With a copy (which shall not constitute notice) to:
Xxxxx & Xxxxxxx L.L.P.
0000 Xxxxxxxxxx Xxxxx
Xxxxx 0000
XxXxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X.X. Xxxxxx, Esq.
Telecopier No.: (000) 000-0000
SECTION 14. ENTIRE AGREEMENT; ASSIGNMENT
This Agreement, together with the affiliate agreements (if and
to the extent entered into by any Stockholder and Acquiror), (a) constitute the
entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties and (b) shall not be
assigned by operation of law or otherwise, except that this Agreement shall be
binding upon each Stockholder and each Stockholder's successors and assigns.
SECTION 15. HEADINGS
Section headings are included solely for convenience and are
not considered to be part of this Agreement and are not intended to be an
accurate description of the contents thereof.
SECTION 16. COUNTERPARTS
This Agreement may be executed and delivered in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.
SECTION 17. TERMINATION
This Agreement and all of the parties' rights and obligations
hereunder shall terminate on the earlier to occur of (a) the date on which the
Merger Agreement is validly terminated pursuant to SECTION 8.01 thereof, or (b)
the Effective Time (the "TERMINATION DATE"); PROVIDED, HOWEVER, that in the
event the Company becomes obligated to pay a Termination Fee to Acquiror
pursuant to
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SECTION 8.03(b) of the Merger Agreement, the Termination Date shall mean the
date on which such Termination Fee is received by Acquiror.
SECTION 18. OFFICERS AND DIRECTORS; AFFILIATE AGREEMENTS
(a) Notwithstanding anything else herein to the contrary but
subject to the proviso set forth in this Section 18(a), (i) nothing set forth
herein shall be deemed to restrict or otherwise prohibit a Stockholder who is an
officer or director of the Company from exercising, in such individual's
capacity as an officer or director of the Company, what such Stockholder
believes in good faith to be his or her fiduciary duties as an officer or
director of the Company to the stockholders of the Company, and (ii) and no
action or inaction required hereby shall require a Stockholder who is an officer
or director of the Company to take any action or refrain from taking any action,
in such individual's capacity as an officer or director of the Company, that
such Stockholder believes in good faith is required by or would be a breach of
his or her fiduciary duties as an officer or director of the Company to the
stockholders of the Company; PROVIDED, HOWEVER, that, notwithstanding the
foregoing, with respect to any matter set forth in SECTION 5.10 of the Merger
Agreement, each Stockholder who is an officer or director of the Company shall
exercise his or her fiduciary duties to the stockholder of the Company purusnat
to and in accordance with the provisions of SECTION 5.10 of the Merger
Agreement.
(b) Each Stockholder who also executes and enters into an
Affiliate Agreement hereby agrees and acknowledges that, notwithstanding any
other provisions of this Agreement and in addition to any obligations of such
Stockholder hereunder, such Stockholder is and will be subject to all of the
terms and provisions of such Affiliate Agreement and the obligations of such
Stockholder contained in such Affiliate Agreement are and will be independent,
separate and apart from the obligations of such Stockholder hereunder.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Voting Agreement, or have caused this Voting Agreement to be executed and
delivered on their behalf, as of the date first above written.
THE TITAN CORPORATION
By: /s/ Xxxx X. Xxx
--------------------------------------
Name: Xxxx X. Xxx
Title: Chairman and Chief Executive
Officer
V T ACQUISITION CORP.
By: /s/ Xxxx X. Xxx
--------------------------------------
Name: Xxxx X. Xxx
Title: Chairman and Chief Executive
Officer
STOCKHOLDERS
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Name: President of Bronto, Inc.
on behalf of AFG Partners, L.P.
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE.]
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE.]
By: /s/ Levy Family Parntership
--------------------------------------
Name: Levy Family Partnership
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
SCHEDULE A
--------------------------------------------------------------------------------------------------------------------
STOCKHOLDER NAME, ADDITIONAL COMPANY
ADDRESS AND TELEPHONE COMPANY COMMON STOCK COMMON STOCK OWNED
NUMBER OWNED OF RECORD BENEFICIALLY 1/
--------------------------------------------------------------------------------------------------------------------
AFH Partners, L.P. 537,841 Shares
Attn. Xxxxxxx Xxxxxxxxx of Class A
c/o Bronto, Inc.
000 Xxxx Xxxx
Xxxxxxxx, XX 00000
(000) 000-0000
--------------------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxxx 193,915 shares 387,831 shares of
000 Xxxx Xxxx of Class A Class D
Xxxxxxxx, XX 00000
(000) 000-0000
--------------------------------------------------------------------------------------------------------------------
Xxxx X. Xxxxxx 293,438 shares 24,453 shares of
00 Xxxxxxx Xxxxx of Class F Class F
Xxxxxxx, XX 00000
(000) 000-0000
--------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxxx 164,645 shares 116,349 shares of
c/o AverStar, Inc. of Class A Class D
00 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(000) 000-0000
--------------------------------------------------------------------------------------------------------------------
Xxxxxxxx X. Xxxxxxxxxx 131,716 shares
000 Xxxxx Xxxxxx of Class A
Xxxxxxx, XX 00000
(000) 000-0000
--------------------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxx 86,621 shares of 48,906 shares of
000 Xxxxxxxx Xxxxx Class F Class F
Xxxx Xxxx, XX 00000
(000) 000-0000
--------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxxx 9,147 shares of 18,294 shares of
c/o CM Equity Partners Class C Class B
000 Xxxx 00xx Xxxxxx 27,441 shares of 18,294 shares of
00xx Xxxxx Xxxxx X Xxxxx X
Xxx Xxxx, XX 00000
(000) 000-0000
--------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxx 73,176 shares of
14213 Xxxxxxxxx Avenue, Class A
Xxxxxxxxxx, XX 00000
(000) 000-0000
--------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxx 73,176 shares of
00000 Xxxxx Xxxx Xxx Class A
Xxxxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------------------------------------------
Levy Family Partnership 27,441 shares of
c/o CM Equity Partners Class C
000 Xxxx 00xx Xxxxxx 27,441 shares of
00xx Xxxxx Xxxxx X
Xxx Xxxx, XX 00000
(000) 000-0000
--------------------------------------------------------------------------------------------------------------------
Total: 1,645,998 shares
--------------------------------------------------------------------------------------------------------------------
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(1)/ All are shares of Company Common Stock issuable upon the exercise of
Options as of the date of this Agreement.
EXHIBIT A
FORM OF IRREVOCABLE PROXY
The undersigned Stockholder of AverStar, Inc., a Delaware
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints and constitutes The Titan Corporation, a Delaware corporation
("ACQUIROR") and V T Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Acquiror ("MERGER SUB"), and each of them, the attorneys and
proxies of the undersigned, with full power of substitution and resubstitution,
to the full extent of the undersigned's voting rights with respect to (a) the
outstanding shares of common stock, $.001 par value, of the Company (the
"COMPANY COMMON STOCK") or any other capital stock of the Company (collectively
with the Company Common Stock, the "CAPITAL STOCK") owned of record by the
undersigned as of the date of this proxy, which shares are specified on the
final page of this proxy, and (b) any and all other shares of Capital Stock of
the Company which the undersigned may acquire on or after the date hereof. Upon
the execution hereof, all prior proxies given by the undersigned with respect to
any of the Capital Stock are hereby revoked, and the undersigned agrees that no
subsequent proxy will be given with respect to any of the Capital Stock.
This proxy is (i) irrevocable, (ii) coupled with an interest,
(iii) granted in connection with the execution and delivery of the Voting
Agreement dated as of the date hereof among Acquiror, the undersigned and
certain other stockholders of the Company (the "VOTING AGREEMENT"), and (iv)
granted in consideration of Acquiror and Merger Sub entering into the Agreement
and Plan of Merger dated as of the date hereof among Acquiror, Merger Sub and
the Company (the "MERGER AGREEMENT").
The proxy named above (and its successors) will, prior to the
Termination Date (as defined in the Voting Agreement), be empowered, and may
exercise this proxy, to vote the Capital Stock at any meeting of the
stockholders of the Company, however called, or in connection with any
solicitation of written consents from stockholders of the Company, for the
purpose of voting on the Merger Agreement and the transaction contemplated
thereby in favor of the approval and adoption of the Merger Agreement and the
approval of the merger contemplated thereby, and in favor of each of the other
actions contemplated by the Merger Agreement. The undersigned may vote the
Capital Stock on all other matters.
This proxy shall be binding upon the representatives,
successors and assigns of the undersigned (including any transferee of any of
the Capital Stock).
If any provision of this proxy or any part of any such
provision is held under any circumstances to be invalid or unenforceable in any
jurisdiction, then
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(a) such provision or part thereof shall, with respect to such circumstances and
in such jurisdiction, be deemed amended to conform to applicable laws so as to
be valid and enforceable to the fullest possible extent, (b) the invalidity or
unenforceability of such provision or part thereof under such circumstances and
in such jurisdiction shall not affect the validity or enforceability of such
provision or part thereof under any other circumstances or in any other
jurisdiction, and (c) the invalidity or unenforceability of such provision or
part thereof shall not affect the validity or enforceability of the remainder of
such provision or the validity or enforceability of any other provision of this
proxy. Each provision of this proxy is separable from every other provision of
this proxy, and each part of each provision of this proxy is separable from
every other part of such provision.
This proxy shall terminate upon the valid termination of the
Voting Agreement.
Date: March __, 2000
------------------------------------------
Stockholder's Name
Number of shares of common stock of
the Company owned of record as of the date
of this proxy:
------------------------------------------
