EXHIBIT 99.6
FORM OF AGREEMENT
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This Agreement, dated as of April 6, 1995, is among E.I. du Pont de
Nemours and Company, a Delaware corporation (the "Company"), and the individuals
and entities listed on the signature pages hereto (each a "Family
Representative" and collectively, the "Family Representatives").
WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Company, The Seagram Company Ltd., a Canadian corporation ("S"),
and JES Developments, Inc., a Delaware corporation and a wholly-owned subsidiary
of S ("Subsidiary"), are entering into an agreement (the "Redemption
Agreement"), pursuant to which, among other things, Subsidiary is transferring
to the Company an aggregate of 156,000,000 shares of the Common Stock, par value
$0.60 per share, of the Company (the "Common Stock"); and
WHEREAS, in order to induce the Company to enter into the Redemption
Agreement and acquire shares of Common Stock as provided therein, the Family
Representatives are willing to agree to certain restrictions with respect to the
Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows.
Section 1. Capitalized Terms. Capitalized terms used but not defined
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herein shall have the meanings assigned to such terms in the Redemption
Agreement.
Section 2. Representation of Family Representatives. Each Family
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Representative represents and warrants as of the date hereof to the Company
that, except for the Redeemed Shares, the Retained Shares and the Warrants,
neither such Family Representative nor, to the knowledge of such Family
Representative, any of his, her or its Affiliates (as hereinafter defined),
Beneficially Owns or has any right to acquire (whether currently, upon lapse of
time, following the satisfaction of any conditions, upon the occurrence of any
event or any combination of the foregoing) any Voting Securities. The foregoing
representation and warranty shall survive through
the term of this Agreement. As used in this Agreement, "Affiliate" means, with
respect to any Family Representative, any corporation or entity controlled by
such Family Representative, or by such Family Representative and one or more
other Family Representatives.
Section 3. Standstill. During the Standstill Period, each Family
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Representative agrees that, except for the possible acquisition by the Family
Representatives of not more than an aggregate of 300,000 shares of Common Stock,
he, she or it shall not, and shall use his, her or its best efforts (to the
extent consistent with his, her or its legal obligations) to cause his, her or
its respective Affiliates not to, directly or indirectly, alone or in concert
with others, take any action which S is prohibited from taking pursuant to
Section 5.1 of the Redemption Agreement or the corresponding section of any
Spinoff Agreement; provided that the acquisition of Voting Securities by any
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such Family Representative in connection with a distribution by S to its
stockholders pursuant to Section 5.3(c) of the Redemption Agreement shall not be
deemed a breach of this Section 3.
Section 4. Termination. This Agreement shall terminate upon the
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termination of the Redemption Agreement in accordance with its terms.
Section 5. Specific Performance. The parties hereto agree that
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irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to specific performance of the terms hereof, in addition to any other remedy
at law or in equity.
Section 6. Entire Agreement; Termination of Existing Agreement. This
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Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof. Without limiting the foregoing, upon the execution and
delivery of this Agreement by the parties hereto, the Existing Family
Representative Standstill Agreement shall terminate; provided that termination
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of the Existing Family Representative Standstill Agreement shall
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not relieve any party thereto from liability for breach of any provision thereof
prior to such termination. As used in this Agreement, "Existing Family
Representative Standstill Agreement" means the agreement, dated as of October 2,
1981, among the Company and the Family Representatives.
Section 7. Assignment. This Agreement shall be binding upon and
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inure to the benefit of the parties hereto and their successors by operation of
law, but may not otherwise be assigned by any party hereto without the prior
written consent of the other parties hereto.
Section 8. Validity. If any provision of this Agreement, or the
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application thereof to any person or circumstance is held invalid or
unenforceable, the remainder of this Agreement, and the application of such
provision to other persons or circumstances, shall not be affected thereby, and
to such end, the provisions of this Agreement are agreed to be severable.
Section 9. Governing Law. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Delaware, without regard
to the principles of conflicts of law thereof.
Section 10. Descriptive Headings. The descriptive headings herein
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are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
Section 11. Counterparts. This Agreement may be executed in two or
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more counterparts, each of which 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, each of the parties has executed or caused this
Agreement to be executed on its behalf by its representatives thereunto duly
authorized, all as of the day and year first above written.
E.I. du Pont de Nemours and Company
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Name: Edgar S. Woolard, Jr.
Title:Chairman of the Board and
Chief Executive Officer
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Edgar M. Bronfman
(individually and as trustee under trusts
for the benefit of the descendants of the
late Samuel Bronfman)
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Charles R. Bronfman
(individually and as trustee under a trust
for the benefit of the descendants of the
late Samuel Bronfman)
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Phyllis Lambert
(individually and as trustee under a trust
for the benefit of the descendants of the
late Samuel Bronfman)
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Edgar Bronfman, Jr.
(individually and as trustee under trusts
for the benefit of the descendants of the
late Samuel Bronfman)
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Matthew Bronfman
(individually and as trustee under trusts
for the benefit of the descendants of the
late Samuel Bronfman)
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Stephen R. Bronfman
(individually and as trustee under trusts
for the benefit of the descendants of the
late Samuel Bronfman)
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Ellen J. Bronfman
(individually and as trustee under a trust
for the benefit of the descendants of the
late Samuel Bronfman)
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Stephen E. Banner
(as trustee under trusts for the benefit of
the descendants of the late Samuel Bronfman)
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Harold R. Handler
(as trustee under trusts for the benefit of
the descendants of the late Samuel Bronfman)
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John L. Weinberg
(as trustee under trusts for the benefit of
the descendants of the late Samuel Bronfman)
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E. Leo Kolber
(as trustee under trusts for the benefit of
the descendants of the late Samuel Bronfman)
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Samuel Minzberg
(as trustee under a trust for the benefit of
the descendants of the late Samuel Bronfman)
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Robert S. Vineberg
(as trustee under trusts for the benefit of
the descendants of the late Samuel Bronfman)
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Gary J. Gartner
(as trustee under a trust for the benefit of
the descendants of the late Samuel Bronfman)
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Lawrence F. Gilberti
(as trustee under a trust for the benefit of
the descendants of the late Samuel Bronfman)
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Steven H. Levin
(as trustee under a trust for the benefit of
the descendants of the late Samuel Bronfman)
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Arnold M. Ludwick
(as trustee under a trust for the benefit of
the descendants of the late Samuel Bronfman)
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