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EXHIBIT 99.2
FORM OF CONSENT OF HOLDERS OF LRS OPTIONS
LRS ACQUISITION CORP.
AGREEMENT AND CONSENT OF HOLDER OF LRS OPTION
This Agreement and Consent of Holder of LRS Option is made as of
___________, 1998 between _______________ (the "Option Holder") and LRS
Acquisition Corp., a Delaware corporation ("LRS").
WHEREAS, the Option Holder is the owner of an option, granted by LRS
pursuant to the LRS 1994 Stock Plan (the "Plan") on ________, to purchase
______ shares of LRS Common Stock (the "Option"); the Option is not presently
exercisable, and by its terms does not begin to vest until 18 months after the
date of grant;
WHEREAS, LRS is a party to an Agreement and Plan of Reorganization
(the "Reorganization Agreement"), dated as of January 23, 1998, by and among
Sybron International Corporation, a Wisconsin corporation ("Sybron"), Normandy
Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Sybron
("Acquisition"), LRS, and Liberty Partners Holdings 5, L.L.C., a Delaware
limited liability company;
WHEREAS, upon the terms and subject to the conditions set forth in the
Reorganization Agreement, (i) Acquisition will merge with and into LRS with LRS
being the surviving corporation and becoming a wholly owned subsidiary of
Sybron, and (ii) all equity securities of LRS (including all options to
purchase shares of LRS Common Stock whose holders so consent) will be converted
into or exchanged for shares of Common Stock, par value $.01 per share, of
Sybron ("Sybron Common Stock");
WHEREAS, as a condition to the consummation of the merger
contemplated by the Reorganization Agreement, Sybron and LRS have required that
the holders of options covering not less than 400 shares of LRS Common Stock
agree to surrender their options for cancellation in exchange for the
consideration set forth in the Reorganization Agreement; and
WHEREAS, capitalized terms used herein and not otherwise defined will
have the meanings set forth in the Reorganization Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Surrender and Cancellation of the Option. In lieu of having
the Option assumed or an equivalent option substituted by Sybron in accordance
with Section 12(c) of the Plan, the Option Holder hereby surrenders the Option
(a copy of the Stock Option Agreement for which is attached hereto as Exhibit
A) and all rights related thereto to LRS for cancellation simultaneously with,
and subject to the consummation of, the Merger, in exchange for a number of
shares of Sybron Common Stock equal to the fair market value of the Option as
of the Effective Time of Merger calculated in accordance with Section 1.91 of
the Reorganization Agreement by multiplying (a) the excess of (i) an amount
equal to the Net Equity Merger Price multiplied by a fraction, the numerator of
which shall be 0.72 and the denominator of which shall be the Total Shares
Deemed Outstanding, over (ii) 90% of the per share exercise price of the
Option, by (b) the number of shares of LRS Common Stock issuable upon exercise
of the Option (assuming 100% vesting). In connection with the surrender of the
Option, the Option Holder hereby approves the consummation of the transactions
described in the Reorganization Agreement. If the Reorganization Agreement is
terminated, the Option shall be returned to the Option Holder and this
Agreement and Consent shall be terminated without any liability to any party
hereto.
2. Representations of the Option Holder. The Option Holder
hereby represents and warrants to LRS and Sybron that (a) it is the registered
and beneficial owner of the Option and possesses good title thereto, free and
clear of any liens, charges and encumbrances, (b) it has the requisite power
and authority to enter into this Agreement and Consent and to perform its
obligations hereunder, (c) this Agreement and Consent has been duly authorized,
executed
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and delivered by the Option Holder and constitutes a valid and binding
obligation of the Option Holder, enforceable in accordance with its terms, (d)
the Option Holder is not subject to or bound by any provision of any contract
or agreement, or any law, order, judgement or decree which would be breached or
violated upon execution, delivery or performance of this Agreement and Consent
or the consummation of the transactions contemplated hereby, and (e) the Option
Holder is aware of, and has had a satisfactory opportunity to ask questions of
and receive answers from agents and employees of LRS concerning, the terms and
conditions of the transactions contemplated by this Agreement and Consent and
the Reorganization Agreement and has received a copy of the Proxy
Statement/Prospectus dated March 12, 1998, including the Reorganization
Agreement and the other appendices thereto, and such other information
concerning the transactions contemplated hereby and thereby as the Option
Holder deemed necessary or desirable to reach an informed and knowledgeable
decision to enter into this Agreement and Consent.
3. Appointment of LRS Representatives. Upon consummation of the
Merger and subject to the provisions of Section 10.16 of the Reorganization
Agreement, the Option Holder hereby irrevocably appoints Messrs. Michael
Kluger, Gordon Nye and Kenneth Rainin as his agents and attorneys-in-fact with
full power of substitution to do any of the things set forth in Section 10.16
of the Reorganization Agreement.
4. Further Assurances. The Option Holder shall, upon the request
of LRS or Sybron, execute and deliver such documents and take such actions
reasonably deemed by LRS or Sybron to be necessary to effectuate the purposes
and objectives of this Agreement and Consent.
5. Counterparts. This Agreement and Consent may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same Agreement and Consent.
6. Governing Law. This Agreement and Consent shall be governed
by and construed in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflicts of law thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Consent to be executed and delivered as of the date first written above.
____________________________________________
[Option Holder]
LRS ACQUISITION CORP.
By: ________________________________________
Its: _______________________________________
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