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Danskin, Inc. EXHIBIT i
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 4, 1996
SunAmerica Life Insurance Company
0 XxxXxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
This letter contains our agreement with respect to the Board
of Directors of Danskin, Inc. ("Danskin").
1. At the meeting of the Board of Directors of Danskin immediately
following the 1996 annual meeting of stockholders of Danskin, currently
scheduled for October 16, 1996, Danskin will increase the number of directors
constituting the entire Board of Directors of Danskin from eight to ten, with
the vacancies created thereby being in Class I and Class III. SunAmerica Life
Insurance Company ("SunAmerica") will have the right to designate two persons
(the "SunAmerica Designees") to fill the vacancies created thereby subject to
the approval (which shall not be unreasonablely withheld) as to such person's
qualification to serve on the board of directors of a public company engaged in
the apparel business by a majority of the directors then in office who are not
officers or employees of Danskin. Xxxxxxx agrees, and acknowledges that its
Board of Directors has agreed, to elect the SunAmerica Designees as directors of
Danskin to fill the newly created vacancies. The names and certain information
concerning the SunAmerica Designees are set forth on Schedule A hereto. If any
SunAmerica Designee declines to serve, is removed, resigns, or for any other
reason no longer serves as a director of Danskin, the vacancy created thereby
will be filled in accordance with Danskin's Amended and Restated Certificate of
Incorporation and By-Laws by another person designated by SunAmerica subject to
the approval (which shall not be unreasonablely withheld) as to such person's
qualification to serve on the board of directors of a public company engaged in
the apparel business by a majority of the directors then in office who are not
officers or employees of Danskin. One SunAmerica Designee will be elected to
each of Class I and Class III and at least one SunAmerica Designee will serve on
each committee of the Board of Directors of Danskin. Thereafter, subject to
paragraph 7 hereof, each SunAmerica Designee or replacement thereof whose term
of office shall expire will be included as part of management's slate of
nominees for
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election as director at the applicable meeting of stockholders of Danskin.
2. SunAmerica will have the right to designate one person (in
addition to the SunAmerica Designees) to serve as an observer of the Board of
Directors (the "Observer"). The Observer will be given such notices,
information and access to information that is sent or made available to any
director of Danskin. The Observer shall have the right to attend any and all
meetings of the Board of Directors of Danskin, but shall have no voting rights
whatsoever at any such meeting.
3. The Board of Directors shall invite Electra Investments PLC to
designate an individual to become a member of the Board of Directors and shall
create a vacancy on the Board, by increasing the size of the Board of Directors
by one or otherwise, should Electra agree to designate such an individual.
4. The SunAmerica Designees shall receive the same fees and
expense reimbursement as other non-employee directors of Danskin except that any
SunAmerica Designee who is also an employee of SunAmerica or any of its
affiliates shall not receive any fees for service as a director of Danskin. At a
meeting of stockholders to be held prior to June 30, 1997, Danskin shall seek
shareholder approval to increase the number of shares subject to options to
permit the grant of options to the SunAmerica Designees on the same basis as
other non- employee directors and shall grant such options to them.
5. Except as set forth in this agreement the size of the Board of
Directors of Danskin shall not be further increased unless the SunAmerica
Designees vote to approve such increase and Danskin shall amend its bylaws
accordingly.
6. In consideration of the foregoing and so long as Danskin
complies with its obligations hereunder, SunAmerica will, and will cause its
affiliates or nominees (as applicable) to, (a) be present in person or by proxy
at the 1996 annual meeting of stockholders of Danskin and at any other annual
meeting of stockholders of Danskin held to elect directors prior to June 30,
1997 and (b) vote all shares of common stock of Danskin beneficially owned by
any of them at such meeting, in favor of directors nominated by Xxxxxxx.
7. The number of SunAmerica Designees shall be reduced to one if
SunAmerica beneficially owns less than 1,250,000 shares of common stock of
Danskin and both this agreement and all of SunAmerica's rights hereunder shall
terminate if SunAmerica beneficially owns less than 750,000
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shares of common stock of Danskin. In each case, such number of shares shall
be adjusted appropriately for any stock splits, reverse stock splits, mergers
or similar transactions.
8. Danskin hereby represents and warrants to SunAmerica that this
letter agreement, and the performance by Xxxxxxx of each of its obligations
hereunder, has been duly adopted and approved by the Board of Directors of
Danskin.
9. SunAmerica's rights under this agreement are not assignable by
SunAmerica. Either party may seek specific enforcement of its rights hereunder.
If you are in agreement with the foregoing, please sign in the
place indicated and return a copy of this letter to my attention.
DANSKIN, INC.
/s/ Xxxx Xxx Domvracki
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Xxxx Xxx Domvrack
Chief Executive Officer
Acknowledged and agreed to this
4th day of October, 1996:
SUNAMERICA LIFE INSURANCE COMPANY
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Authorized Agent
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Schedule A
SUNAMERICA NOMINEES FOR DIRECTORS
Xxxxxx Xxxxxxx
Xx. Xxxxxxx is Chief Executive Officer of Xxxxxxx Group, an
organization that provides strategic planning, management consulting and
corporate finance services to a variety of clients, included several
Fortune 100 companies. Xx. Xxxxxxx founded Xxxxxxx Group in 1990 and has
served as a director of Horn & Hardart Company. From September 1988 through
September 1990, he served as Chairman, Chief Executive Officer and President of
Horn & Hardart Company. From 1971 through 1980, Xx. Xxxxxxx was actively
engaged in the practice of law with Xxxxxxx, Xxxxxxxxx & Xxxxxxxxx, a New York
City law firm founded by Xx. Xxxxxxx. Xx. Xxxxxxx'x principal business address
is c/x Xxxxxxx Group, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000.
Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx founded Pour le bebe, Inc. in 1984 and has
served as its sole director, Chairman of the Board and Chief Executive Officer
since its founding. Pour le bebe, d/b/a Baby Guess(R), Guess Kids(R) and Guess
Home Collection(R), is a manufacturer, wholesaler and retailer of infant's and
children's apparel and home furnishings, and its merchandise is featured in
major department stores nationwide. Pour le bebe also operates over 40 retail
and factory outlet specialty stores nationwide, and is the largest of Guess?,
Inc.'s 26 licensees.
