Exhibit (d)(2)
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of August 3, 2000 (the "Agreement"),
between Securitas AB, a joint stock company organized under the laws of Sweden
("Parent"), Securitas Acquisition Corporation, a Delaware corporation and an
indirect, wholly owned subsidiary of Parent ("Purchaser"), and the Stockholders
of the Company (as defined below) whose names appear on Schedule I hereto
(collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Purchaser and Xxxxx International Services Corporation, a
Delaware corporation (the "Company"), are entering into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), which provides
for, upon the terms and subject to the conditions set forth therein, (i) the
commencement by Purchaser of a tender offer (the "Offer") to acquire all shares
of the issued and outstanding Common Stock, par value $.01 per share of the
Company (the "Company Common Shares") including the associated rights to
purchase Series A Participating Cumulative Preferred Stock, at a price per share
equal to the Per Share Amount (as defined in the Merger Agreement), and (ii) the
subsequent merger of Purchaser with and into the Company (the "Merger");
WHEREAS, as of the date hereof, each Stockholder owns (beneficially and of
record) the number of the Company Common Stock set forth opposite such
Stockholder's name on Schedule I hereto (all such shares and associated rights
now so owned and which may hereafter be acquired by such Stockholder prior to
the termination of this Agreement, whether upon the exercise of options or by
means of purchase, dividend, distribution or otherwise, being referred to herein
as such Stockholder's "Shares");
WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Purchaser have requested that the Stockholders enter into
this Agreement; and
WHEREAS, in order to induce Parent and Purchaser to enter into the Merger
Agreement, the Stockholders are willing to enter into this Agreement.
Terms used but not otherwise defined in this Agreement shall have the
meanings ascribed to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,
Parent, Purchaser and the Stockholders hereby agree as follows:
ARTICLE I
TRANSFER AND VOTING OF SHARES; AND
OTHER COVENANTS OF THE STOCKHOLDERS
SECTION 1.1. Voting of Shares. From the date hereof until the earliest to
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occur of (x) termination of this Agreement pursuant to Section 6.1 hereof, (y)
the expiration of the Stock Option with respect to such Stockholder's Shares and
(z) the closing of any exercise of such Stock Option (the "Term"), at any
meeting of the stockholders of the Company, however called, and in any action by
written consent of the stockholders of the Company, each Stockholder shall vote
his or her Shares (i) in favor of the Merger and the Merger Agreement (as
amended from time to time), (ii) against any Takeover Proposal and against any
proposal for action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which is reasonably likely to result in any of the
conditions of the Company's obligations under the Merger Agreement not being
fulfilled, any change in the directors of the Company, any change in the present
capitalization of the Company or any amendment to the Company's Restated
Certificate or By-Laws, any other material change in the Company's corporate
structure or business, or any other action which in the case of each of the
matters referred to in this clause (ii) could reasonably be expected to impede,
interfere with, delay, postpone or materially adversely affect the transactions
contemplated by the Merger Agreement or the likelihood of such transactions
being consummated and (iii) in favor of any other matter necessary for
consummation of the transactions contemplated by the Merger Agreement which is
considered at any such meeting of stockholders or in such consent, and in
connection therewith to execute any documents which are necessary or appropriate
in order to effectuate the foregoing, including the ability for Purchaser or its
nominees to vote such Shares directly.
SECTION 1.2. No Inconsistent Arrangements. Except as contemplated by this
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Agreement and the Merger Agreement, each Stockholder shall not during the Term
(i) transfer (which term shall include, without limitation, any sale,
assignment, gift, pledge, hypothecation or other disposition), or consent to any
transfer of, any or all of such Stockholder's Shares or any interest therein, or
create or, except as set forth on Schedule I hereto, permit to exist any
Encumbrance (as defined below) on such Shares, (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 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 in any way
restrict, limit or interfere with the performance of his or her obligations
hereunder or the transactions contemplated hereby or by the Merger Agreement;
provided, that each Stockholder may at any time transfer any of such
Stockholder's Shares to a Permitted Transferee, so long as such Permitted
Transferee agrees in writing to be bound by the terms and conditions of this
Agreement. "Permitted Transferee" means (i) a Person to whom Shares are
transferred by gift, will or the laws of descent or distribution, or (ii) (x)
such Stockholder's spouse and descendants (whether natural or adopted), (y) any
trust that is for the exclusive benefit of such Stockholder, any of the Persons
described in clause (x) and/or any charitable foundation or organization and (z)
any family partnership the partners of which consist solely of such Stockholder,
such spouse, such descendants or such trusts.
SECTION 1.3. Proxy. Each Stockholder hereby revokes any and all prior
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proxies or powers of attorney in respect of any of such Stockholder's Shares and
constitutes and appoints Purchaser and Parent, or any nominee of Purchaser and
Parent, with full power of substitution and resubstitution, at any time during
the Term, as his or her true and lawful attorney and proxy (his or her "Proxy"),
for and in his or her name, place and xxxxx, to demand that the Secretary of the
Company call a special meeting of the stockholders of the Company for the
purpose of considering any matter referred to in Section 1.1 (if permitted under
the Company's Restated Certificate or By-Laws) and to vote each of such Shares
as his or
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her Proxy, at every annual, special, adjourned or postponed meeting of the
stockholders of the Company, including the right to sign his or her name (as
stockholder) to any consent, certificate or other document relating to the
Company that Delaware law may permit or require as provided in Section 1.1.
THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH
AN INTEREST THROUGHOUT THE TERM.
SECTION 1.4. Waiver of Appraisal Rights. Each Stockholder hereby waives
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any rights of appraisal or rights to dissent from the Merger.
SECTION 1.5. Stop Transfer. During the Term, each Stockholder shall not
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request that the Company register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of such Stockholder's
Shares, unless such transfer is made in compliance with this Agreement
(including the provisions of Article III hereof).
SECTION 1.6. No Solicitation. During the Term, each Stockholder shall
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not, (i) solicit or initiate, or encourage, directly or indirectly, any
inquiries regarding or the submission of, any Takeover Proposal, (ii)
participate in any discussions or negotiations regarding, or furnish to any
Person any information or data with respect to, or take any other action to
knowingly facilitate the making of any proposal that constitutes, or may
reasonably be expected to lead to, any Takeover Proposal or (iii) enter into any
agreement with respect to any Takeover Proposal or approve or resolve to approve
any Takeover Proposal. Upon execution of this Agreement, each Stockholder shall
immediately cease any existing activities, discussions or negotiations with any
parties conducted heretofore with respect to any of the foregoing.
Each Stockholder will promptly notify Parent of the existence of any
proposal, discussion, negotiation or inquiry received by such Stockholder with
respect to any Takeover Proposal, and each Stockholder will immediately
communicate to Parent the identity of the Person making such proposal or inquiry
or engaging in such discussion or negotiation. Notwithstanding any provision of
this Section 1.6 to the contrary, if any Stockholder is a member of the Board of
Directors, such member of the Board of Directors may take actions in such
capacity to the extent permitted by Section 5.2 of the Merger Agreement.
SECTION 1.7. Indemnification of Stockholders. Parent will indemnify each
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Stockholder against all claims, actions, suits, proceedings or investigations,
losses, damages, liabilities (or actions in respect thereof), costs and expenses
(including reasonable fees and expenses of counsel) arising out of or based upon
the execution or delivery of this Agreement or the performance by such
Stockholder of his or her obligations hereunder and in the event of any such
claim, action, suit, proceeding or investigation unless Parent shall have
assumed the defense thereof as provided below, (i) Parent shall pay as incurred
the reasonable fees and expenses of counsel selected by the Stockholder, which
counsel shall be reasonably satisfactory to Parent, promptly as statements
therefor are received, and (ii) Parent will cooperate in the defense of any such
matter; provided, however, that Parent shall not be liable for any settlement
effected without its prior written consent (which consent shall not be
unreasonably withheld); and provided, further, that Parent shall not be obliged
pursuant to this Section 1.7 to pay the fees and disbursements of more than one
counsel for all Stockholders in any single action except to the extent that, in
the opinion of counsel for the Stockholders two or more of such Stockholders
have conflicting interests in the outcome of such action. In the event any
person asserts a claim against a Stockholder for which such Stockholder intends
to seek indemnification hereunder, such Stockholder shall give prompt notice to
Parent, and shall permit Parent to assume the defense of any such claim or any
litigation resulting therefrom with counsel selected by Parent, which counsel
shall be reasonably acceptable to such Stockholders; provided that such
Stockholder may participate in such defense at his or her own expense,
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and provided further that the failure of any Stockholder to give notice as
provided herein shall not relieve Parent of its obligations under this Section
1.7 except to the extent Parent is materially prejudiced thereby. Parent shall
not, in the defense of any such claim or litigation, except with the consent of
the Stockholder being indemnified, consent to the entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Stockholder of a release from all
liability in respect of such claim or litigation. Each Stockholder shall
promptly furnish such information regarding himself or herself or the claim in
question as Parent may reasonably request and as shall be reasonably required in
connection with the defense of such claim and litigation resulting therefrom.
ARTICLE II
TENDER OF SHARES
SECTION 2.1. Tender. Each Stockholder shall validly tender (or cause the
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record owner of such shares to validly tender) such Stockholder's Shares
pursuant to and in accordance with the terms of the Offer, not later than the
fifth business day after commencement of the Offer, and not thereafter withdraw
such tender. Each Stockholder hereby acknowledges and agrees that Parent's and
Purchaser's obligation to accept for payment and pay for such Stockholder's
Shares in the Offer is subject to the terms and conditions of the Offer. For
all his or her Shares validly tendered in the Offer and not withdrawn, each
Stockholder will be entitled to receive the highest price paid by Purchaser
pursuant to the Offer.
SECTION 2.2. Certain Warranties. Without limiting the generality or
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effect of any other term or condition of the Offer, the transfer by Stockholder
of the Shares to Purchaser in the Offer shall pass to and unconditionally vest
in Purchaser good and valid title to the Shares, free and clear of all
Encumbrances whatsoever.
SECTION 2.3. Disclosure. Each Stockholder hereby authorizes Parent and
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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), his or her identity
and ownership of the Company Common Shares and the nature of his or her
commitments, arrangements and understandings under this Agreement.
ARTICLE III
OPTION
SECTION 3.1. Option Shares.
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(a) In order to induce Parent and Purchaser to enter into the Merger
Agreement, each Stockholder hereby grants to Parent or Purchaser, as Parent may
designate (the "Optionee"), an irrevocable option (each such option, a "Stock
Option") to purchase all, but not less than all, of such Stockholder's Shares
(in such context, the "Option Shares") at a purchase price per share equal to
the higher of (i) $21.50, and (ii) if the Offer is consummated, the highest
price paid by Purchaser pursuant to the Offer (the "Exercise Price").
(b) Each Stock Option may be exercised by the Optionee if (i) the Merger
Agreement becomes terminable under circumstances that would entitle Parent to
receive the Termination Fee pursuant to the first sentence of Section 8.2(b) of
the Merger Agreement, (ii) the Offer is consummated but (due to failure
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by the Stockholder who has granted such Stock Option to tender validly and not
withdraw) Purchaser has not accepted for payment or paid for all such
Stockholder's Shares or (iii) Parent becomes entitled to receive the Termination
Fee pursuant to the second sentence of Section 8.2(b) of the Merger Agreement.
(c) Each Stock Option (i) shall become exercisable, in whole but not in
part, on the date on which the first event referred to in Section 3.1(b) shall
occur and (ii) shall remain exercisable until the date which is 30 days
following the first such date on which such Stock Option becomes exercisable
pursuant to clause (i) of this Section 3.1(c).
(d) If the Optionee wishes to exercise a Stock Option it shall, prior to
the expiration thereof, send a written notice to Stockholder identifying the
time and place for the closing of such purchase at least three (3) but not more
than ten (10) business days prior to such closing; provided that if, on the date
of the scheduled closing, the conditions specified in clauses (x) and (y) below
have not been satisfied, Optionee may postpone the closing until a date within
five (5) business days after the date on which (x) all waiting periods under the
HSR Act required for the purchase of the Option Shares upon such exercise shall
have expired or been waived and all approvals of and consents to such purchase
required under applicable foreign antitrust and competition laws shall have been
obtained and be in full force and effect and (y) there shall not be in effect
any preliminary or final injunction or other order issued by any court or
governmental, administrative or regulatory agency or authority prohibiting the
exercise of such Stock Option pursuant to this Agreement. On the date of such
closing, Parent shall deliver an amount in cash equal to the Exercise Price
multiplied by the total number of Option Shares being acquired against delivery
by each such Stockholder of all certificates representing such Option Shares,
duly endorsed or accompanied by appropriate instruments of transfer. Upon such
delivery by such Stockholders, good and valid title to such Option Shares shall
pass to and unconditionally vest in Optionee, free and clear of all Encumbrances
whatsoever.
(e) In the event (i) a Stockholder's Shares are acquired by Parent or any
of its affiliates upon exercise of a Stock Option or pursuant to the Offer and
(ii) within one year of the date of such acquisition Parent or any of its
affiliates acquires 20% or more of the Company Common Shares from the Company's
stockholders (whether by means of a new tender offer, open-market purchases,
merger or otherwise), then such Stockholder shall be entitled to receive
promptly thereafter, in respect of each of its Shares, the excess, if any, of
the highest price paid by the Parent or any of its affiliates for the Shares
acquired as described in clause (ii) of this Section 3.1(e) over the Exercise
Price.
(f) In the event the Stock Option is exercised and Parent or any of its
affiliates sells or otherwise disposes in whole or in part of the Option Shares
within one year of the date of such exercise, Parent shall pay promptly after
the completion of such transaction, the Stockholders, in respect of each Option
Share, an amount equal to the net proceeds received by Parent or any of its
affiliates in respect of such sale or other disposition, less the sum of (i) the
Exercise Price plus (ii) any additional amounts paid pursuant to Section 3.1(e).
In the event the Stock Option is exercised and Parent or any of its affiliates
sells or otherwise disposes in whole or in part of the Option Shares after the
first anniversary but before the second anniversary of such exercise, Parent
shall pay promptly after the completion of such transaction, the Stockholders,
in respect of each Option Share, an amount equal to 50% of the net proceeds
received by Parent or any of its affiliates in respect of such sale, less the
sum of (i) the Exercise Price plus (ii) any additional amounts paid pursuant to
Section 3.1(e). If Parent or any of its affiliates receives consideration other
than cash in any transaction contemplated in this Section 3.1(f), the value of
such securities or other consideration shall be determined as of the date of the
receipt thereof. If the Stockholders and Parent cannot within 15 days of
receipt of such securities or other consideration agree as to its value, the
value of such consideration shall be determined by agreement between two
investment bankers, one of which has been designated by the Stockholders and the
other by Parent. If such investment bankers are unable to agree as to the value
of such securities or other consideration within 30 days after receipt thereof
by the
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Parent or its affiliates, such value shall be established by a third investment
banking firm selected by the initial investment bankers. All costs of the third
investment banking firm shall be shared equally by the Stockholders and Parent.
The provisions of this Section 3.1(f) shall be void and of no further force or
effect if Parent or any of its affiliates acquires 100% of the Company Common
Shares pursuant to the Merger Agreement or otherwise.
(g) Any payment made by Parent to a Stockholder pursuant to this Agreement
shall be made by wire transfer of federal funds to a bank designated by such
Stockholder.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder hereby represents and warrants to Parent and Purchaser as
follows:
SECTION 4.1. Due Authorization, etc. Such Stockholder has all requisite
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power and authority to execute, deliver and perform this Agreement, to appoint
Purchaser and Parent as his or her Proxy and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
the appointment of Purchaser and Parent as Stockholder's Proxy and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of Stockholder. This Agreement has been
duly executed and delivered by such Stockholder and constitutes a legal, valid
and binding obligation of such Stockholder, enforceable against such Stockholder
in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or other similar laws and except that the
availability of equitable remedies, including specific performance, is subject
to the discretion of the court before which any proceeding for such remedy may
be brought. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which such Stockholder is trustee whose consent
is required for the execution and delivery of this Agreement or the consummation
by such Stockholder of the transactions contemplated hereby.
SECTION 4.2. No Conflicts; Required Filings and Consents.
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(a) The execution and delivery of this Agreement by such Stockholder does
not, and the performance of this Agreement by such Stockholder will not, (i)
conflict with or violate any trust agreement or other similar documents relating
to any trust of which such Stockholder is trustee, (ii) conflict with or violate
any law applicable to such Stockholder or by which such Stockholder or any of
such Stockholder's properties is bound or affected or (iii) result in any breach
of or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any assets of such Stockholder, including, without limitation,
such Stockholder's Shares, pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which such Stockholder is a party or by which such Stockholder or
any of such Stockholder's assets is bound or affected, except, in the case of
clauses (ii) and (iii), for any such breaches, defaults or other occurrences
that would not prevent or materially delay the performance by such Stockholder
of such Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by such Stockholder does
not, and the performance of this Agreement by such Stockholder will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority (other than any
necessary filing under the HSR Act or approvals or consents required under
applicable foreign antitrust or competition laws or the Exchange Act), domestic
or foreign, except where the failure to obtain such
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consents, approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or materially delay the performance by such
Stockholder of such Stockholder's obligations under this Agreement.
SECTION 4.3. Title to Shares. Such Stockholder is the sole record and
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beneficial owner of his or her Shares, free and clear of any pledge, lien,
security interest, mortgage, charge, claim, equity, option, proxy, voting
restriction, voting trust or agreement, understanding, arrangement, right of
first refusal, limitation on disposition, adverse claim of ownership or use or
encumbrance of any kind ("Encumbrances"), other than as set forth on Schedule I
hereto and other than restrictions imposed by the securities laws or pursuant to
this Agreement and the Merger Agreement.
SECTION 4.4. No Finder's Fees. No broker, investment banker, financial
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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. Such Stockholder hereby acknowledges that he or she is not
entitled to receive any broker's, finder's, financial advisor's or other similar
fee or commission in connection with the transactions contemplated hereby or by
the Merger Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF
PARENT AND PURCHASER
Parent and Purchaser hereby, jointly and severally, represent and warrant
to the Stockholders as follows:
SECTION 5.1. Due Organization, Authorization, etc. Each of the Parent and
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Purchaser is a corporation duly organized and validly existing and, in the case
of Purchaser, in good standing under the laws of the jurisdiction of its
incorporation. Parent and Purchaser have all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby by each of
Purchaser and Parent have been duly authorized by all necessary corporate action
on the part of Purchaser and Parent, respectively. This Agreement has been duly
executed and delivered by each of Purchaser and Parent and constitutes a legal,
valid and binding obligation of each of Purchaser and Parent, enforceable
against Purchaser and Parent in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, moratorium or other similar laws and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding for such remedy may be brought.
SECTION 5.2. Investment Intent. The Optionee is acquiring each Stock
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Option and, if and when it exercises such Stock Option, will be acquiring the
Option Shares issuable upon the exercise thereof for its own account for
investment and not with a view to distribution or resale in any manner which
would be in violation of the Securities Act.
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ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Termination. This Agreement shall terminate and be of no
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further force and effect (i) by the written mutual consent of the parties hereto
or (ii) automatically and without any required action of the parties hereto upon
the Effective Time. No such termination of this Agreement shall relieve any
party hereto from any liability for any breach of this Agreement prior to
termination.
SECTION 6.2. Further Assurance. From time to time, at another party's
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request and without consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transaction contemplated by this Agreement.
SECTION 6.3. Certain Events. Each Stockholder agrees that this Agreement
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and such Stockholder's 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. Notwithstanding any transfer of Shares, the
transferor shall remain liable for the performance of all his or her obligations
under this Agreement.
SECTION 6.4. No Waiver. The failure of any party hereto to exercise any
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right, 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 or, 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.
SECTION 6.5. Specific Performance. Each Stockholder acknowledges that if
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such Stockholder fails to perform any of his or her obligations under this
Agreement, immediate and irreparable harm or injury would be caused to Parent
and Purchaser for which money damages would not be an adequate remedy. In such
event, each Stockholder agrees that each of Parent and Purchaser shall have the
right, in addition to any other rights it may have, to specific performance of
this Agreement. Accordingly, if Parent or Purchaser should institute an action
or proceeding seeking specific enforcement of the provisions hereof, each
Stockholder hereby waives the claim or defense that Parent or Purchaser, as the
case may be, has an adequate remedy at law and hereby agrees not to assert in
any such action or proceeding the claim or defense that such a remedy at law
exists. Each Stockholder further agrees to waive any requirements for the
securing or posting of any bond in connection with obtaining any such equitable
relief.
SECTION 6.6. Notice. All notices and other communications given or made
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pursuant hereto shall be in writing and shall be deemed to have been duly given
or made (i) as of the date delivered or sent by facsimile if delivered
personally or by facsimile, and (ii) on the third business day after deposit in
the U.S. mail, if mailed by registered or certified mail (postage prepaid,
return receipt requested), in each case to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice, except that notices of changes of address shall be effective upon
receipt):
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(a) If to Parent or Purchaser:
Securitas AB
Berkshire House
Feltham Corporate Centre
0 Xxxxx Xxx
Xxxxxxx
Xxxxxxxxx XX00 0XX
Xxxxxx Xxxxxxx
Attention: President
Facsimile: x00 000 000 0000
With a copy to:
Xxxxxxxxxx, Xxxxxxxxx & Xxxxxx LLP
Promenade Office Park
0000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000-0000
Attention: Xxxxxxxxx X. London, Esq.
Facsimile: (000) 000-0000
(b) If to a Stockholder, at the address set forth below such Stockholder's
name on Schedule I hereto.
With a copy to:
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
SECTION 6.7. Expenses. Except as otherwise expressly set forth herein,
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all fees, costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such fees,
costs and expenses.
SECTION 6.8. Headings. The headings contained in this Agreement are for
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reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 6.9. Severability. If any term or other provision of this
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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 so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. 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
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original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the maximum
extent possible.
SECTION 6.10. Entire Agreement; No Third-Party Beneficiaries. This
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Agreement constitutes the entire agreement and supersedes any and all other
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof, and this Agreement is
not intended to confer upon any other person any rights or remedies hereunder.
SECTION 6.11. Assignment. This Agreement shall not be assigned by
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operation of law or otherwise.
SECTION 6.12. Governing Law. This Agreement shall be governed by, and
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construed in accordance with, the laws of the State of Delaware applicable to
contracts executed in and to be performed entirely within that State.
SECTION 6.13. Amendment. This Agreement may not be amended except by an
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instrument in writing signed by the parties hereto.
SECTION 6.14. Waiver. Any party hereto may (a) extend the time for the
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performance of any of the obligations or other acts of the other parties hereto,
(b) waive any inaccuracies in the representations and warranties of the other
parties hereto contained herein or in any document delivered pursuant hereto and
(c) waive compliance by the other parties hereto with any of their agreements or
conditions contained herein. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only as against such party and only if
set forth in an instrument in writing signed by such party. The failure of any
party hereto to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of those rights.
SECTION 6.15. Counterparts. This Agreement may be executed in one or more
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counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent, Purchaser and the Stockholders have caused this
Agreement to be executed as of the date first written above.
SECURITAS AB
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: President and Chief Executive Officer
SECURITAS ACQUISITION CORPORATION
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Vice President and Chief Financial
Officer
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STOCKHOLDERS
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------ ----------------------------------
Xxxxx X. Xxxxx Xxxxx X. Xxxxxxxxxx
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxxxx X. XxXxxx
--------------------------- ----------------------------------
Xxxx X. Xxxxxxxxx Xxxxxx X. XxXxxx
/s/ Xxxxxx X. Xxxxxxxxxxx, III /s/ Xxxxxx XxXxxxx XX
------------------------------------ ----------------------------------
Xxxxxx X. Xxxxxxxxxxx, III Xxxxxx XxXxxxx XX
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxx X. XxXxxxx
------------------------------------ ----------------------------------
Xxxxx X. Xxxxxxxxx Xxxxx X. XxXxxxx
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
------------------------------------ ----------------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx /s/ Xxxx X. X'Xxxxx
------------------------------------ ----------------------------------
Xxxxx X. Xxxxxx Xxxx X. X'Xxxxx
/s/ Xxxxxx E. T. Xxxxxx /s/ S. Xxx Xxxxxxx
------------------------------------ ----------------------------------
Xxxxxx E. T. Xxxxxx S. Xxx Xxxxxxx
/s/ Xxxx X. Xxxx
------------------------------------
Xxxx X. Xxxx
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Schedule I
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Name No. of Shares Restricted Shares Total Shares Encumbrances
---- ------------- ----------------- ------------ ------------
-------------------------------------------------------------------------------------------------------------------
Xxxx X. Xxxxxxxxx 186,100 233,000 419,100
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxx, Xx. 143,134 0 143,134
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxxxxxx, III 15,000 0 15,000
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxx 0 0 0
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxx X. Xxxx 20,000 0 20,000
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxxxxxx 5,000(a) 0 5,000(a)
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxxx X. XxXxxx 2,000(b) 0 2,000(b)
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxxx XxXxxxx XX 30,000 0 30,000
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxx 52,775 0 52,775
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
13
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S. Xxx Xxxxxxx 8,500(c) 0 8,500(c)
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxx X. X'Xxxxx 138,617(d) 21,800 160,417(d)
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxxxxx 1,000 10,000 11,000
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxxx E.T. Xxxxxx 1,288(e) 10,900 12,188(e)
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxx X. XxXxxxx III 6,982 10,900 17,882
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxx 5,000 4,400 9,400
c/x Xxxxx International Services
Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
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(a) 1,000 shares indirect ownership
(b) 10,000 shares registered in wife's name
(c) 8,500 shares purchased 2/1/00 - prior to becoming a Director
(d) 1,500 shares registered in wife's name
(e) 288 shares in ESPP
14
