EXHIBIT 10.2
VOTING AGREEMENT
VOTING AGREEMENT made this 5th day of March, 2000 (the "Agreement"),
between Mo Siegel (the "Stockholder"), in his capacity as a stockholder of
Celestial Seasonings, Inc., a Delaware corporation (the "Company"), and The Hain
Food Group, Inc., a Delaware corporation ("Hain").
R E C I T A L S
Concurrently with the execution of this Agreement, Hain and the Company
have entered into a Merger Agreement dated as of the date of this Agreement (the
"Merger Agreement") pursuant to which a subsidiary of Hain to be formed will
merge with and into the Company (the "Merger"). The transactions contemplated by
the Merger Agreement are collectively referred to as the "Transactions."
In order to induce Hain to enter into the Merger Agreement with the
Company, Hain has requested, and the Stockholder has agreed, that the
Stockholder enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
ARTICLE 1
Voting Agreement
The Stockholder hereby agrees with Hain as follows:
1.1. Voting of Shares. (a) At any meeting of the stockholders of the
Company, however called, at every adjournment of any such meeting, and in
connection with any written consent of the stockholders of the Company, the
Stockholder will cause all of his Shares to be voted, during the term of this
Agreement, in favor of (i) the Merger and the approval and adoption of the
Merger Agreement, and (ii) all other Transac-
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tions as to which stockholders of the Company are called upon to vote.
For purposes of this Agreement, (i) "Person" shall mean an individual,
partnership, limited liability company, corporation, joint stock company, trust,
estate, joint venture, association or unincorporated organization, or any other
entity or organization, including a government or political subdivision or any
agency or instrumentality thereof, and (ii) "Shares" shall mean any and all
shares of capital stock of the Company which are entitled to vote in any
election of the board of directors of the Company now owned and/or subsequently
acquired by the Stockholder through purchase, gift, stock splits, stock
dividends and the exercise of stock options.
(b) The Stockholder agrees that during the term of this Agreement, the
Stockholder shall attend or otherwise participate in all duly called stockholder
meetings and any adjournments of such meetings and in all actions by written
consent of stockholders in which the Merger or any Transaction is being
considered.
(c) The parties hereto agree and acknowledge that nothing in this Article I
or any other part of this Agreement shall be construed as requiring the
Stockholder to propose, endorse, approve or recommend the Merger Agreement or
the transactions contemplated thereby in the Stockholder's capacity as a
director of the Company in any manner inconsistent with his fiduciary duties as
director.
1.2. No Proxies or Encumbrances. The Stockholder shall not (i) grant any
proxies or enter into any voting trust or other agreement or arrangement with
respect to the voting of any of the Shares in a manner which would be
inconsistent with the provisions of this Agreement, (ii) sell, assign, transfer,
encumber or otherwise dispose of or enter into any contract, option or other
arrangement or understanding with respect to, the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of any of his Shares or
any interest therein except for Permitted Transfers to Permitted Transferees (as
such terms are defined below) or (iii) seek or solicit any of the foregoing. For
purposes of this Agreement, (i) "Permitted Transferee" means any Person
controlled, directly or indirectly, by Stockholder, Stockholder's spouse and
children, and any trust for the benefit of Stockholder, Stockholder's spouse or
children, and (ii) each transfer to a Permitted Transferee shall constitute a
"Permitted Transfer" only if it is a:
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(i) transfer to a Permitted Transferee and, in the case of a Permitted
Transferee, transfer to the Stockholder or to other Permitted Transferees
of Stockholder; provided that, any such Permitted Transferee shall enter
into a supplement to this Agreement, consented to in writing by Hain,
agreeing to be bound by the terms of this Agreement; or
(ii) pledge to a bank or securities firm of Stockholder's Shares
securing a bona fide loan; provided that the pledge agreement with the
pledgee shall provide that the Stockholder shall continue at all times to
have the right, from time to time, to vote and to give consents,
ratifications and waivers with respect to such pledged Shares; and provided
further that any pledge agreement that Stockholder enters into shall
provide that the pledgee shall give written notice to Hain at least 10 days
prior to the date such pledgee takes any action to exercise any remedies
with respect to such Shares;
provided that no such transfer is in violation of applicable federal or state
securities laws.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
The Stockholder represents and warrants to Hain as follows:
2.1. Valid Title. The Stockholder is the true and lawful owner of 100% of
the Shares set forth next on the signature page to this Agreement, with full
power to vote and dispose of such Shares, and there are no restrictions on the
Stockholder's voting rights or rights of disposition pertaining to such Shares
which would be inconsistent with this Agreement or interfere with Stockholder's
performance of this Agreement.
2.2. Non-Contravention. The execution, delivery and performance by the
Stockholder of this Agreement and the consummation of the transactions
contemplated hereby, do not and will not contravene or constitute a default
under or give rise to a right of termination, cancellation or acceleration of
any material right or obligation of the Stockholder or to a loss of any material
benefit of the Stockholder under any provision of applicable law or regulation
or of any agreement, judgment, injunction, order, decree or other instrument
binding on the Stockholder.
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2.3. Authorization. The execution, delivery and performance by the
Stockholder of this Agreement are within the Stockholder's powers and have been
duly authorized by all necessary actions.
2.4. Binding Effect. This Agreement constitutes a valid and binding
agreement of the Stockholder, enforceable against the Stockholder in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally.
2.5. No Other Shares. The number of Shares set forth on the signature page
to this Agreement are the only Shares owned by the Stockholder.
ARTICLE 3
Miscellaneous
3.1. Notices. All notices, requests and other communications to any party
hereunder shall be deemed to have been duly given when delivered in person, by
telegram, facsimile or by registered or certified mail (postage prepaid, return
receipt requested) to such party at its address set forth on the signature pages
hereto.
3.2. Amendments; No Waivers. (a) Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by each of the parties hereto, or in the
case of a waiver, by the party against whom the waiver is to be effective.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
3.3. Termination. This Agreement shall automatically terminate upon
termination of the Merger Agreement in accordance with its terms.
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3.4. Severability. If any provision of this Agreement or the application of
such provision to any party or set of circumstances shall, in any jurisdiction
and to any extent, be finally held invalid or unenforceable, such term or
provision shall only be ineffective as to such jurisdiction, and only to the
extent of such invalidity or unenforceability, without invalidating or rendering
unenforceable any other terms or provisions of this Agreement or under any other
circumstances, and the parties shall negotiate in good faith a substitute
provision which comes as close as possible to the invalidated or unenforceable
term or provision, and which puts each party in a position as nearly comparable
as possible to the position it would have been in but for the finding of
invalidity or unenforceability, while remaining valid and enforceable.
3.5. Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties with respect to the subject matter hereof.
3.6. Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns (and, in the case of the Stockholder, the heirs and
executors of the Stockholder); provided that, except as permitted by Section 1.2
or by will or intestacy, no party may assign, delegate or otherwise transfer all
or any of his or its rights or obligations under this Agreement without the
consent of the other party hereto.
3.7. Counterparts; Effectiveness. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Agreement shall become effective when each party shall have received
counterparts (or signature pages) hereof signed by all of the other parties.
3.8. Governing Law; Specific Performance. The terms of this Agreement shall
be construed in accordance with and governed by the law of the State of Delaware
(without regard to principles of conflict of laws). Each of the parties
acknowledges and agrees that the parties' respective remedies at law for a
breach or threatened breach of any of the provisions of this Agreement would be
inadequate and, in recognition of that fact, each agrees that, in the event of a
breach or threatened
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breach by any party of the provisions of this Agreement, in addition to any
remedies at law, each party, without posting any bond, shall be entitled to seek
equitable relief in the form of specific performance, a temporary restraining
order, a temporary or permanent injunction or any other equitable remedy which
may then be available.
3.9. Expenses. All costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.
3.10. Certain Events. The Stockholder agrees that this Agreement and the
obligations hereunder shall attach to its Shares and shall be binding upon any
Person to which legal or beneficial ownership of such shares shall pass, whether
by operation of law or otherwise.
3.11. No Revocation. The voting agreements contained herein are coupled
with an interest and may not be revoked prior to termination of this Agreement
in accordance with Section 3.3, except by written consent of Hain.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
caused this Agreement to be duly executed by their respective authorized
officers or representatives, as of the day and year first above written.
The Hain Food Group, Inc.
By: /s/ Irwin D. Simon
Its: President and Chief
Executive Officer
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Address: 50 Charles Lindbergh
Boulevard,
Uniondale, New York 11553
Stockholder:
/s/ Mo Siegel
_______________________________________
Mo Siegel
Number of Shares Owned: 243,728*
*Includes 733 ESOP shares
Address: 1919 14th Street
Suite 609
Boulder, CO 80302-5325