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Exhibit 10.2
SHAREHOLDER AGREEMENT
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THIS SHAREHOLDER AGREEMENT (this "Agreement") is entered into as of
November 24, 1997, by and among WERNER HOLDING CO. (PA), INC., a Pennsylvania
corporation (the "Company"), INVESTCORP INVESTMENT EQUITY LIMITED, a Cayman
Islands corporation ("IIEL"), the other holders of shares of Class D Common
Stock of the Company (IIEL and each such other holder individually a "Class D
Shareholder" and collectively the "Class D Shareholders") and the individuals
listed on the signature pages hereto (individually a "Designated Shareholder"
and collectively the "Designated Shareholders").
R E C I T A L S
A. The Company, the Class D Shareholders and certain other
international investors have entered into a Recapitalization Agreement (the
"Recapitalization Agreement"), dated as of October 8, 1997 and amended and
restated as of October 27, 1997, pursuant to which the Company will effect a
comprehensive recapitalization of the Company upon the terms and conditions set
forth therein (the "Recapitalization") and, among other things, amend and
restate the Articles of Incorporation of the Company to authorize 1,000 shares
of Class D Common Stock.
B. Pursuant to the Recapitalization Agreement, the Designated
Shareholders shall collectively, as of immediately after the closing of the
Recapitalization, retain ownership of approximately 1,042 shares of Class A
Common Stock and 8,746 shares of Class B Common Stock (the "Designated
Shareholders' Shares") and the Class D Shareholders shall collectively own 1,000
shares of Class D Common Stock.
C. This Agreement is being entered into pursuant to the terms and
conditions of the Recapitalization Agreement.
A G R E E M E N T
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration and intending to
be legally bound, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:
"AFFILIATE" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such Person. A Person will be deemed to control a
corporation if such Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such
corporation, whether through the ownership of voting securities, by contract or
otherwise.
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"APPROVED SALE" means a transaction or a series of related
transactions which results in a BONA FIDE, unaffiliated change of economic
beneficial ownership of the Company or its business of greater than 50%
(disregarding for this purpose any disparate voting rights attributable to the
outstanding stock of the Company), whether pursuant to the sale of the stock of
the Company, the sale of the assets of the Company, or a merger or consolidation
(other than a sale of stock by a Class D Shareholder to (i) another Class D
Shareholder or affiliate thereof, or (ii) a non-U.S. entity with respect to
which a Class D Shareholder or Affiliate thereof has an administrative
relationship).
"ARTICLES OF INCORPORATION" means the Restated Articles of
Incorporation of the Company in effect as of immediately following the closing
of the Recapitalization, as such Articles may thereafter from time to time be
amended in accordance with applicable law and such Articles.
"CAUSE" when used in connection with the termination of
employment of a Designated Shareholder, has the meaning set forth in the
employment agreement between the Company and the Designated Shareholder, or if
there is no such employment agreement, means (a) conviction of the Designated
Shareholder for a felony, or the entry by the Designated Shareholder of a plea
of guilty or NOLO CONTENDERE to a felony, (b) the commission of an act of fraud
involving dishonesty for personal gain which is materially injurious to the
Company, (c) the willful and continued refusal by the Designated Shareholder to
substantially perform his duties with the Company (other than any such refusal
resulting from his incapacity due to mental illness or physical illness or
injury), after a demand for substantial performance is delivered to the
Designated Shareholder by the Company's Board of Directors, where such demand
specifically identifies the manner in which the Company's Board of Directors
believes that the Designated Shareholder has refused to substantially perform
his duties and the passage of a reasonable period of time for the Designated
Shareholder to comply with such demand or (d) the willful engaging by the
Designated Shareholder in gross misconduct materially and demonstrably injurious
to the Company or its Subsidiaries. For purposes of this paragraph, no act or
failure to act on the Designated Shareholder's part shall be considered
"willful" unless done, or omitted to be done, by the Designated Shareholder not
in good faith and without reasonable belief that his action or omission was in
the best interest of the Company or its Subsidiaries. Notwithstanding the
foregoing, with respect to termination for Cause arising out of conduct
described in clause (b), (c) or (d) above, a termination shall not be considered
for Cause for purposes of this Agreement unless there shall have been delivered
to the Designated Shareholder a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire Board of
Directors of the Company, at a meeting of such board called and held for that
purpose (after reasonable notice to the Designated Shareholder and an
opportunity for the Designated Shareholder, together with his counsel or other
advisors, to be heard at such meeting), finding that in the good faith opinion
of the board the Designated Shareholder had engaged in conduct described above
in clause (b), (c) or (d) of the first sentence of this paragraph and specifying
the particulars thereof in detail. Such a finding by the Board of Directors of
the Company is a prerequisite to a termination for Cause pursuant to clauses
(b), (c) or (d) above; PROVIDED, HOWEVER, that such a finding may be challenged,
by appropriate judicial process, on the merits (i.e., that Cause did not exist)
or on the basis that the board's finding was not made in good faith
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(provided that proof that Cause for termination existed shall be a complete
defense to any showing that the board's findings was not made in good faith).
"DISABILITY" has the meaning set forth in the employment
agreement between the Company and the Designated Shareholder, or if there is no
such employment agreement, means the failure by the Designated Shareholder to
render full-time employment services to the Company for an aggregate of ninety
(90) business days in any continuous period of six (6) months on account of
physical or mental disability.
"FAIR MARKET VALUE" means the value of a Repurchase Share, as
of the Termination Date, calculated pursuant to Section 5.
"FAMILY MEMBER" shall mean the Designated Shareholder's spouse
if living with the Designated Shareholder or the Designated Shareholder's issue.
"GOOD REASON" means, unless the Designated Shareholder shall
have consented in writing thereto, any of the following: (a) except as
specifically provided in the Designated Shareholder's employment agreement, if
any, the assignment to the Designated Shareholder of duties, or the assignment
of the Designated Shareholder to a position, constituting a material diminution
in the Designated Shareholder's role, responsibilities or authority compared
with his role, responsibilities or authority on the Date hereof; (b) a reduction
by the Company in the Designated Shareholder's bonus opportunities or base
salary as in effect on the Date hereof or as the same may be increased from time
to time; (c) unless such reduction or other action is agreed to by the members
of the Board of Directors of the Company nominated pursuant to Section 4(iii)
hereof, any material reduction in the level of benefits (including participation
in any bonus plan) to which the Designated Shareholder is entitled under one or
more employee benefit plans on the Date hereof, or the taking of any action by
the Company which would adversely affect the Designated Shareholder's accrued
benefits under any such employee benefit plans or deprive the Designated
Shareholder of any material fringe benefit enjoyed by the Designated Shareholder
on the Date hereof; (d) a demand by the Company to the Designated Shareholder to
relocate to any place that exceeds a fifty (50) mile radius beyond the location
at which the Designated Shareholder performed his duties on the Date hereof; or
(e) any material breach of the Employment Agreement, dated as of November 24,
1997, between the Designated Shareholder and Werner Management, Co. on the part
of Werner Management Co.
"INITIAL PUBLIC OFFERING" shall have the meaning ascribed to
that term in the Articles of Incorporation.
"INVESTCORP INVESTORS" means Investcorp Bank E.C. and its
Affiliates and any other investor with whom Investcorp Bank E.C. or any
Affiliate thereof has an administrative relationship including but not limited
to the Class D Shareholders.
"PERMITTED TRANSFEREE" shall mean (i) a Person acquiring
Designated Shareholders' Shares pursuant to Section 2, hereof, (ii) a Person
that is an Affiliate of either the Designated Shareholder or a Permitted
Transferee, or (iii) any recipient of the Shares who is (A) any Family Member of
the Designated Shareholder, (B) the trustee or trustees of a trust solely
(except for
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remote contingent interests) for the benefit of the Designated Shareholder
and/or one or more Family Members, (C) a foundation created or established by
the Designated Shareholder, (D) a charitable remainder trust for the benefit of
Shareholder and/or one or more Family Members and/or designated charities, (E) a
partnership of which the Designated Shareholder or a Family Member owns all of
the partnership interests, (F) the executor, administrator personal
representative of the estate of the Designated Shareholder, or (G) any guardian,
trustee or conservator appointed with respect to the assets of the Designated
Shareholder; PROVIDED, that in the case of any such transfer for such transfer
to be permitted and for such transferee to be a "Permitted Transferee", the
transferee shall execute an agreement to be bound by the terms of this
Agreement.
"PERSON" means an individual, limited or general partnership,
joint venture, limited liability company, corporation, trust, estate,
unincorporated organization, other entity or a government or any department or
agency thereof.
"TRANSACTION PRICE" means $2,421.29 per share of Class A
Common Stock and Class B Common Stock of the Company (as such amount may be
adjusted to reflect stock splits, stock dividends or similar transactions).
"RETIREMENT" has the meaning set forth in the employment
agreement between the Company and the Designated Shareholder, or if there is no
such employment agreement, means the Designated Shareholder's retirement from
employment with the Company in accordance with the Company's normal retirement
policy generally applicable to its salaried employees.
"TERMINATION DATE" means the date on which the Designated
Shareholder ceases to be employed by the Company for any reason.
Certain other terms are defined elsewhere in this Agreement.
SECTION 2. RIGHT TO CAUSE SALE.
(a) If, after the Initial Public Offering, the Investcorp Investors
determine to sell, in one transaction or a series of related transactions, 85%
or more in the aggregate of their respective equity interests in the Company (a
"Section 2 Transaction") to a purchaser who is not an Investcorp Investor or to
a group of purchasers who are not Investcorp Investors (the "Section 2
Purchaser"), then IIEL shall have the right, in its sole discretion, to require
the Designated Shareholders and any Person who became a Permitted Transferee
prior to the Initial Public Offering, to the extent they then beneficially own
any equity interest in the Company acquired directly or indirectly from a
Designated Shareholder, to sell all of their remaining equity interests in the
Company as a part of the Section 2 Transaction at the same price and on the same
terms and conditions as are applicable to the other Investcorp Investors
participating in such Section 2 Transaction; PROVIDED that (i) no holder of
Designated Shareholders' Shares shall be required to make any representation or
warranty or undertake any liability in connection with such Section 2
Transaction other than representations and warranties as to its ownership and
authority to transfer the Designated Shareholders' Shares, free and clear of all
liens and encumbrances and in compliance with all applicable laws; (ii) such
sale transaction has been structured so that all
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holders of then outstanding equity securities of the Company are given the
opportunity to participate pro-rata in such sale transaction; and (iii) that
such right to require the Designated Shareholders and any such Permitted
Transferee to sell their remaining equity interests in the Company shall be
available only so long as the equity interests in the Company beneficially held
by Investcorp Investors represent an aggregate equity position in the Company
equal to or greater than 80% of the aggregate equity position that Investcorp
Investors beneficially held as of immediately after the closing of the
Recapitalization.
(b) In the event that IIEL exercises its right to require the
Designated Shareholders and any Permitted Transferee to sell their remaining
equity interests in the Company in a Section 2 Transaction, IIEL will cause the
Designated Shareholders and any such Permitted Transferee to receive written
notice thereof (a "Section 2 Notice") not less than 20 days prior to the
scheduled closing date of the Section 2 Transaction. The Section 2 Notice shall
state the following: (1) the name and address of the Section 2 Purchaser, (ii)
the number of shares of each class of capital stock to be sold in the Section 2
Transaction, (iii) the amount and form of consideration to be paid for such
shares, (iv) a summary of the material terms and conditions of the Section 2
Transaction, (v) that the conditions to the right of IIEL to require the sale of
such remaining equity interests in the Company in the Section 2 Transaction have
been satisfied, (vi) that the Section 2 Purchaser has agreed to purchase such
remaining equity interests in the Company as a part of the Section 2
Transaction, and (vii) the name and address of the person to whom the holders of
such remaining interests should send their stock certificates and with whom the
holders of such remaining interests should otherwise communicate with respect to
the Section 2 Transaction. Upon receipt of a Section 2 Notice, the Designated
Shareholders and each such Permitted Transferee shall take all steps necessary
to facilitate the prompt closing of the Section 2 Transaction.
(d) Without limiting any rights or remedies available to any party
hereto against the Designated Shareholders and any such Permitted Transferee for
any breach of this Section 2, it is expressly agreed that the Section 2
Purchaser and the Company shall each have the right to enforce the rights of
IIEL under this Section 2 and to seek any available remedies against the
Designated Shareholders and any such Permitted Transferee for breach of this
Section 2.
SECTION 3. RIGHT TO PARTICIPATE IN FUTURE FINANCINGS.
In the event that, during the period beginning immediately after the
closing of the Recapitalization and ending on but not including the Initial
Public Offering, the Company intends to engage in a New Equity Financing (as
defined below), it shall (i) provide all holders of equity securities of the
Company with written notice of such intention at least 20 days prior to the
scheduled closing of the New Equity Financing, describing the type of equity
securities to be issued, the price and the number or amount thereof, and the
general terms upon which the Company proposes to effect such issuance and (ii)
take steps as are necessary to enable all such persons to participate, at their
option, as a purchaser in such New Equity Financing such that all such persons,
through the exercise of such option, would maintain their percentage interest in
the outstanding equity securities of the Company on a fully diluted basis. For
purposes hereof, a "New Equity Financing" means the issuance by the Company of
new equity securities of the Company, or securities convertible into, or
exercisable or exchangeable for, such equity
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securities other than (i) any issuance of equity securities at the fair market
value for such securities as determined in good faith by the Board of Directors
of the Company or (ii) issuances of equity securities in connection with (x)
stock incentive or compensation plans approved by the Board of Directors of the
Company or (y) business acquisitions by the Company.
SECTION 4. BOARD OF DIRECTORS.
During the period beginning immediately after the closing of the
Recapitalization and ending on but not including the Initial Public Offering,
the Class D Shareholders and the Designated Shareholders shall (unless otherwise
agreed to by a majority in interest of the Class D Shareholders on one hand and
a majority in interest of the Designated Shareholders on the other hand) vote
all equity securities of the Company owned by such Class D Shareholders and
Designated Shareholders in whatever manner is necessary to ensure that at all
times (i) a majority of the then total number of authorized members of the Board
of Directors of the Company shall consist of persons who were nominated by the
Class D Shareholders, (ii) the Chief Executive Officer of the Company is a
member of the Board of Directors of the Company and (iii) a number of directors
equal to one-third of the authorized number of directors (rounded to the nearest
whole number) less one shall consist of persons whom were nominated by a
majority-in-interest of the Designated Shareholders, PROVIDED, HOWEVER, that in
any event one member of the Board of Directors of the Company shall be a person
who was nominated by a majority-in-interest of the Designated Shareholders.
SECTION 5. REPURCHASE OF DESIGNATED SHAREHOLDERS SHARES.
(a) In the event that a Designated Shareholder ceases to be employed by
the Company for any reason prior to an Initial Public Offering or an Approved
Sale, the Company, during the sixty (60) days following the Termination Date
(the "Repurchase Period"), shall have a one-time right to purchase from the
Designated Shareholder that number of shares of Class A Common Stock and Class B
Common Stock of the Company set forth opposite such Designated Shareholder's
name on Schedule A hereto, as adjusted for any stock split, stock dividend or
similar transaction (the "Repurchase Shares"). The purchase price for each
Repurchase Share shall equal Fair Market Value, or, if the Designated
Shareholder resigns without Good Reason (other than as a result of death,
disability or retirement) prior to January 1, 2001 or is terminated for Cause at
any time, the lower of Fair Market Value or the Transaction Price. If the
Company elects to purchase the Repurchase Shares, it shall notify the Designated
Shareholder at or before the end of the Repurchase Period of such election and
the purchase price shall be paid in cash at a time set by the Company (the
"Repurchase Date") which date shall be within thirty (30) days after the end of
the Repurchase Period, provided that the Designated Shareholder has presented to
the Company a stock certificate evidencing the Repurchase Shares duly endorsed
for transfer (the "Endorsed Certificate"). If the Designated Shareholder fails
to deliver the Endorsed Certificate, the Repurchase Shares represented thereby
shall be deemed to have been purchased upon (i) the payment by the Company of
the purchase price to the Designated Shareholder or his or her permitted
transferee or (ii) notice to the Designated Shareholder or such permitted
transferee that the Company is holding the purchase price for the account of the
Designated Shareholder or such permitted transferee, and upon such payment or
notice the Designated
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Shareholder and such permitted transferee will have no further rights in or to
such Repurchase Shares.
(b) If the Designated Shareholder's employment by the Company is
terminated prior to an Initial Public Offering or an Approved Sale (i) by the
Company without Cause or by the Designated Shareholder for any reason; (ii) due
to the Designated Shareholder's Retirement, death or Disability; or (iii) by the
Company with Cause after January 1, 2001, the Designated Shareholder or his or
her representative, during the 120 days following the Termination Date, shall
have a one-time right to require Stepup Limited, a Cayman Islands corporation
("Stepup") to purchase all, but not less than all, of the Repurchase Shares,
unless, by the thirtieth (30) day after Stepup and the Company have received
notice of the Designated Shareholder's election to exercise his put right to
Stepup, the Company has notified the Designated Shareholder and Stepup of its
election, exercisable at the discretion of the Company, to purchase the
Repurchase Shares on the same terms as such Repurchase Shares were offered to
Stepup, in which case such Repurchase Shares will be acquired by the Company.
The purchase price shall be at Fair Market Value, unless the employment of the
Designated Shareholder is terminated for any reason other than Retirement,
death, or Disability prior to January 1, 2001 and the Designated Shareholder
exercises his put right prior to such date, in which case the purchase price
will be the lower of Fair Market Value or the Transaction Price. The purchase
price shall be paid in cash on the thirtieth (30th) day after Stepup and the
Company have received notice of the Designated Shareholder's election to
exercise his put right (the "Put Date"), provided that Stepup or the Company, as
the case may be, need not pay the purchase price until such later time that the
Designated Shareholder presents to the Company the Endorsed Certificate.
(c) The Fair Market Value of Repurchase Shares to be purchased by the
Company or Stepup, as the case may be, hereunder shall be determined in good
faith by the Company's Board of Directors. The Board of Directors shall make its
determination of Fair Market Value annually (the "Annual Valuation") promptly
after the completion of the Company's audited financial statements for the year
then completed and such determination shall remain in effect until the Board of
Directors makes the next Annual Valuation. Notwithstanding the foregoing, if the
Board of Directors or an investment banker or appraiser appointed by the Company
makes a determination of Fair Market Value subsequent to an Annual Valuation,
such subsequent determination shall supersede the Annual Valuation then in
effect and shall establish the Fair Market Value until the next Annual
Valuation. The Fair Market Value shall be based on an assumed sale of 100% of
the outstanding capital stock of the Company (without reduction for minority
interest or lack of liquidity of the Repurchase Shares or similar discount) and
determined in a manner consistent with the manner in which the purchase price to
be paid by the Investcorp Investors pursuant to the Recapitalization Agreement
dated as of October 8, 1997 and as amended and restated as of October 27, 1997
among the Company and the other parties thereto was determined. If such
determination of the Fair Market Value is challenged by the Designated
Shareholder, a mutually acceptable investment banker or appraiser shall
establish the Fair Market Value as of the date of valuation referenced in the
Annual Valuation or a subsequent determination. The investment banker's or
appraiser's determination shall be conclusive and binding on the Company and the
Designated Shareholder. The Company shall bear all costs incurred in connection
with the services of such investment banker or appraiser unless the Fair Market
Value established by such investment banker or appraiser is less than 115% of
the
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determination challenged by the Designated Shareholder, in which case the
Designated Shareholder shall promptly pay or reimburse the Company for such
costs (up to a maximum amount of $20,000.00). If the Designated Shareholder and
the Company cannot agree upon an investment banker or appraiser, they shall each
choose an investment banker or appraiser and the two shall choose a third
investment banker or appraiser who shall establish the Fair Market Value.
Notwithstanding the foregoing, the Company shall obtain valuation of all of its
common stock at least once annually for purposes of the Designated Shareholder's
estate and gift planning; provided, however, that such valuation is not binding
on the Board of Directors for purposes of determining Fair Market Value.
(d) The Designated Shareholder shall not be considered to have ceased
to be employed by the Company for purposes of this Agreement if he or she
continues to be employed by the Company or a Subsidiary, or by a company of
which the Company is a Subsidiary.
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(e) This Section shall be binding on and enforceable against any Person
who is a Permitted Transferee of any Designated Shareholder, and for purposes of
this Section, the rights and obligations relating to the Designated
Shareholders' Shares shall extend as well to shares of capital stock of the
Company owned by Permitted Transferees of a Designated Shareholder and, unless
the context otherwise requires, each reference to Designated Shareholder in this
Section shall also encompass Permitted Transferees of any Designated
Shareholder. Any stock certificates issued to evidence shares of Class A Common
Stock or Class B Common Stock owned by the Designated Shareholders shall bear a
legend referring to this Agreement and the restrictions contained herein.
SECTION 6. FORM S-8 REGISTRATION STATEMENT
The Company will as expeditiously as practicable in connection with the
effectiveness of the registration statement implementing the Initial Public
Offering file with the United States Securities and Exchange Commission a
registration statement on Form S-8 registering shares of the Company's capital
stock subject to options held under the Company's then existing employee stock
option plan or plans.
SECTION 7. CONTROL OVER SHARES
Each Designated Shareholder represents and agrees that they are the
record owner of or have executory, administrative or custodial control over the
number of shares of the Company's Class A and Class B Common Stock set opposite
such Shareholder's name on Exhibit A hereto. Except for matters that would not
impair the ability of the Designated Shareholder to fulfill the Shareholder's
obligations under this Agreement, the Designated Shareholder has sole and
unqualified voting power with respect to such shares and agrees to take any
necessary steps to obtain the instruments and/or documentation to implement the
executory, administrative or custodial control required to fulfill such
Designated Shareholder's obligations under this Agreement.
SECTION 8. MISCELLANEOUS.
(a) NOTICES. All notices, instructions and other communications in
connection with this Agreement shall be in writing and may be given by (i)
personal delivery, (ii) sent by certified mail, return receipt requested,
postage prepaid, or (iii) delivery by a nationally recognized overnight courier,
to the parties at the addresses of each as set forth on the signature pages to
this Agreement (or at such other address as the Company may specify in a notice
to the other parties or as any other party may specify in a notice to the
Company and the other parties). Notices shall be deemed to have been given (A)
when actually delivered personally, (B) the next business day if sent by
overnight courier (with proof of delivery), and (C) on the fifth day after
mailing by certified mail.
(b) NO WAIVER. No course of dealing and no delay on the part of any
party hereto in exercising any right, power or remedy conferred by this
Agreement shall operate as a waiver thereof or otherwise prejudice such party's
rights, powers and remedies conferred by this
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Agreement or shall preclude any other or further exercise thereof or the
exercise of any other right, power and remedy.
(c) BINDING EFFECT; ASSIGNABILITY. This Agreement shall be binding upon
and, except as otherwise provided herein, shall inure to the benefit of the
respective parties and their permitted successors and assigns, including,
without limitation, Permitted Transferees to the extent specifically provided
for herein. This Agreement shall not be assignable except as otherwise
specifically provided herein; PROVIDED that IIEL's rights under Section 2 and
Section 3 hereof may be exercised by IIEL or any Affiliate of IIEL.
(d) AMENDMENT AND WAIVER. This Agreement may not be amended, modified
or supplemented, and no waiver or consent to departures from the provisions
hereof shall bind any party who has not given such waiver or consent, unless any
such amendment, modification, supplement , waiver or consent is consented to in
writing by at least a majority in interest of the Designated Shareholder's and
the Company.
(e) GOVERNING LAW; SERVICE OF PROCESS. This Agreement shall be
construed both as to validity and performance in accordance with, and governed
by, the laws of the Commonwealth of Pennsylvania applicable to agreements to be
performed in Pennsylvania, without regard to principles of conflict of laws of
such jurisdiction or any other jurisdiction. Each of the parties hereto
irrevocably consents to the jurisdiction and venue of any state or federal court
situated in the Commonwealth of Pennsylvania, and further consents to the
service of any and all process in any action or proceeding arising out of or
relating to this Agreement by the mailing of copies of such process to such
party at its address pursuant to Section 8(a) hereof.
(f) COUNTERPARTS. This Agreement may be executed in two or more
counterparts each of which shall be deemed an original but all of which together
shall constitute one and the same instrument, and all signatures need not appear
on any one counterpart.
(g) HEADINGS; SECTIONS. All headings and captions in this Agreement are
for purposes of reference only and shall not be construed to limit or affect the
substance of this Agreement. All references to Section in this Agreement refer
to Sections of this Agreement, unless the context otherwise expressly provides.
(h) ENTIRE AGREEMENT. This Agreement contains, and is intended as, a
complete statement of all the terms of the arrangements between the parties with
respect to the matters provided for, supersedes any previous agreements and
understandings between the parties with respect to those matters.
(i) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired in any way thereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Shareholder
Agreement as of the date first above written.
WERNER HOLDING CO. (PA), INC., a
Pennsylvania corporation
By: /s/
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Name:
Title:
Address:
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INVESTCORP INVESTMENT EQUITY LIMITED, a Cayman
Islands corporation
By: /s/
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Name:
Title:
Address:
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OTHER CLASS D SHAREHOLDERS
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BALLET LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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DENARY LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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GLEAM LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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HIGHLANDS LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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NOBLE LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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OUTRIGGER LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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QUILL LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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RADIAL LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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SHORELINE LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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ZINNIA LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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Accepted and agreed to for
purposes of Section 5 only:
STEPUP LIMITED, a Cayman Islands corporation
By: /s/
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Name:
Address:
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DESIGNATED SHAREHOLDERS
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/s/ Donald M. Werner
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Donald M. Werner
/s/
Howard L. Solot
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Howard L. Solot
/s/ Bruce D. Werner
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Bruce D. Werner
/s/ Michael E. Werner
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Michael E. Werner
/s/ Craig R. Werner
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Craig R. Werner
/s/ Eric J. Werner
------------------------
Eric J. Werner
/s/ Michael J. Solot
------------------------
Michael J. Solot
14
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SCHEDULE A
SHAREHOLDER NUMBER OF NUMBER OF
----------- --------- ---------
CLASS A CLASS B
------- -------
SHARES SHARES
------ ------
Donald M. Werner 84.6176 167.7492
Howard L. Solot 84.5832 331.1411
Bruce D. Werner 9.5639 286.2985
Michael E. Werner 36.6797 522.5990
Craig R. Werner 10.7219 261.3347
Eric J. Werner 10.0714 353.8212
Michael J. Solot 9.9324 164.2720
15