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 Burns 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
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
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
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 stead, 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
any rights of appraisal or rights to dissent from the Merger.
SECTION 1.5. Stop Transfer. During the Term, each Stockholder shall not
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 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
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
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 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
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.
(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
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.
(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
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
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
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
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
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
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
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
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
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
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
3 Maple Way
Feltham
Middlesex TW13 7AW
United Kingdom
Attention: President
Facsimile: +44 208 867 0007
With a copy to:
Dunnington, Bartholow & Miller LLP
Promenade Office Park
4165 East Thousand Oaks Boulevard
Suite 101
Westlake Village, CA 91362-3810
Attention: Frederick W. London, Esq.
Facsimile: (805) 374-1132
(b) If to a Stockholder, at the address set forth below such Stockholder's
name on Schedule I hereto.
With a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Attention: Peter R. Douglas, Esq.
Facsimile: (212) 450-3336
SECTION 6.7. Expenses. Except as otherwise expressly set forth herein, 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
reference purposes only and ll not affect in any way the meaning or
interpretation of this Agreement.
SECTION 6.9. 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 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
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
operation of law or otherwise.
SECTION 6.12. Governing Law. This Agreement shall be governed by, and
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
instrument in writing signed by the parties hereto.
SECTION 6.14. Waiver. Any party hereto may (a) extend the time for the
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
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:
-------------------------------
Name:
Title:
SECURITAS ACQUISITION CORPORATION
By:
-------------------------------
Name:
Title:
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STOCKHOLDERS
- --------------------------------------- ---------------------------------
James J. Burke Terry L. Lengfelder
- --------------------------------------- ---------------------------------
John A. Edwardson Robert A. McCabe
- --------------------------------------- ---------------------------------
Albert J. Fitzgibbons, III Andrew McNally IV
- --------------------------------------- ---------------------------------
James M. Froisland James F. McNulty
- --------------------------------------- ---------------------------------
Arthur F. Golden Alexis P. Michas
- --------------------------------------- ---------------------------------
Nancy E. Kittle John D. O'Brien
- --------------------------------------- ---------------------------------
Robert E. T. Lackey S. Jay Stewart
- ---------------------------------------
Dale W. Lang
12
Schedule I
No. of Restricted Total
Name Shares Shares Shares Encumbrances
- ---- ------ ---------- ------ ------------
John A. Edwardson 186,100 233,000 419,100
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
James J. Burke, Jr. 143,134 0 143,134
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
Albert J. Fitzgibbons, III 15,000 0 15,000
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
Arthur F. Golden 0 0 0
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
Dale W. Lang 20,000 0 20,000
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
Terry L. Lengfelder 5,000(a) 0 5,000(a)
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
Robert A. McCabe 2,000(b) 0 2,000(b)
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
Andrew McNally IV 30,000 0 30,000
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
Alexis P. Michas 52,775 0 52,775
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
13
S. Jay Stewart 8,500(c) 0 8,500(c)
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
John D. O'Brien 138,617(d) 21,800 160,417(d)
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
James M. Froisland 1,000 10,000 11,000
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
Robert E.T. Lackey 1,288(e) 10,900 12,188(e)
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
James F. McNulty III 6,982 10,900 17,882
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
Nancy E. Kittle 5,000 4,400 9,400
c/o Burns International Services
Corporation
200 South Michigan Avenue
Chicago, IL 60604
(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