CONFIDENTIALITY AGREEMENT
First Union Securities, Inc.
(dba) Wachovia Securities
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Ladies and Gentlemen:
You have advised us that you are acting on behalf of Signal Technology
Corporation ("Signal" or the "Company") in its consideration of a possible sale
of the Company and you have agreed to discuss with us a possible transaction
(the "Transaction") involving the Company and/or its stockholders, which may
include a possible merger, acquisition of stock or assets, or other
extraordinary transaction involving the Company. As a condition to such
discussions, you have required that we agree to keep strictly confidential all
Information (as defined below) conveyed to us regarding this matter.
This letter will confirm our agreement with you and Signal to retain in
strict confidence all information (whether oral or written) conveyed to us by
Signal, its agents, or you regarding the Company (collectively, the
"Information"), unless such Information is publicly available, we can clearly
establish that such Information was known to us, without any known direct or
indirect obligation of confidentiality, prior to your disclosure, or such
Information is or becomes available to us on a nonconfidential basis from a
source other than you, Signal, or its agents, provided that such other source is
not bound by a known confidentiality agreement with you or Signal. We will use
such Information only in connection with our consideration of whether to enter
into the Transaction and will not otherwise use it in our business or disclose
it to others, except that we shall have the right to communicate the Information
to such of our directors, officers, advisors, employees, and affiliates (if any)
who are required by their duties to have knowledge thereof, provided that each
such person is informed that such Information is strictly confidential and
subject to this agreement and agrees not to disclose or use such Information
except as provided herein. We hereby agree to be responsible for any breach of
this agreement by our officers, directors, advisors, employees, and/or
affiliates or any of our representatives. In the event that we become legally
compelled by deposition, subpoena, or other court or governmental action to
disclose any of the confidential Information covered by this agreement, we shall
provide Signal with prompt prior written notice to that effect, and we will
cooperate with Signal if it seeks to obtain a protective order concerning such
confidential Information.
Except during the ordinary course of business, we agree not to initiate
contact, or engage in discussions, with any employee, customer, or supplier of
Signal without the express prior written consent of you or the Company. Unless
we complete a Transaction with the Company, we agree not to hire or solicit for
employment any officers or management employees of the Company, without the
written consent of the Company, for a period of two years from the date of this
letter; provided, however, that advertisements by way of newspapers, magazines,
trade publications, internet or general media or non-directed executive search
shall not constitute a violation of this provision.
Until the expiration of two years from the date of this letter, we will
not and will ensure that our officers, directors, advisors, employees, and
affiliates will not, without the prior written approval of the Board of
Directors of the Company, (i) acquire or agree to acquire or make any proposal
to acquire directly or indirectly any securities or property of the Company;
(ii) make, or in any way participate, directly or indirectly, in any
"solicitation" of "proxies" (as such terms are used in the proxy rules of the
Securities and Exchange Commission) to vote, or seek to advise or influence any
person with respect to the voting of, any voting securities of the Company;
(iii) form, join or in any way participate in a "group" (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any
voting securities of the Company; or (iv) otherwise act alone or in concert with
others, directly or indirectly, to seek to control, advise, change, or influence
the management, Board of Directors, or policies of the Company.
CONFIDENTIALITY AGREEMENT
Page 2
We acknowledge that neither Signal nor any of its directors, officers,
employees, stockholders, or agents make any representation as to the accuracy or
completeness of the Information and that neither Signal nor any of its
directors, officers, employees, stockholders, or agents shall have any liability
to us as a result of our use of such Information.
We also agree that without prior written consent of Signal, we and our
officers, directors, advisors, employees, and affiliates will not disclose to
any other person that we have received such Information, that we are in
discussions or negotiations with you and Signal in connection with the
Transaction, or that the Board of Directors of Signal is contemplating the
Transaction.
We acknowledge and will advise all of our directors, officers, employees,
affiliates, and other representatives who are informed of the matters which are
the subject of this letter that U.S. securities laws prohibit any person who has
material, nonpublic information concerning an issuer of publicly held securities
from purchasing or selling such securities.
We acknowledge that Signal reserves the right to reject any or all offers
relating to the Transaction. We further acknowledge that Signal reserves the
right to discontinue discussions at any time and to conduct the process relating
to the Transaction as in its sole discretion it shall determine (including,
without limitation, negotiating with any prospective purchasers, and entering
into a definitive agreement without prior notice to us or any other person or to
change any procedures relating to such sale without notice to us or any other
person). We shall have no claim against Signal or any of its directors,
officers, representatives, affiliates, or agents arising out of or relating to
any Transaction other than as against them as named parties to a definitive
agreement and only in accordance with the express terms and conditions thereof.
We agree to take all reasonable precautions to prevent loss or theft of
any Information while in our possession. Upon the Company's request, we agree to
return to you all written Information provided to us relating to Signal. We also
agree to destroy any memoranda, notes, emails, or other writings or electronic
files prepared by us or our representatives based on such Information, together
with all copies of such Information in our possession or under our control to
which we have access. We agree that neither Signal nor First Union Securities,
Inc. shall be obligated to pay any fees on our behalf to any brokers, finders,
or other parties claiming to represent us in this Transaction. Without limiting
the generality of the nondisclosure agreements contained herein above, it is
further understood that we are strictly prohibited by this letter from acting as
a broker or an agent using any of the Information provided to us.
We acknowledge that unauthorized disclosure of any Information would
cause substantial and irreparable damage to the business and competitive
position of Signal, and we agree that the Company shall be entitled to
injunctive relief in the event of any breach or threatened breach of the terms
of this letter agreement in addition to such other remedies as may be available
at law or equity. We further agree to reimburse Signal and/or First Union
Securities, Inc. for all costs associated with the enforcement of this letter
agreement resulting from our breach or threatened breach hereof. The parties
hereto acknowledge that any action or proceeding arising out of or relating to
this letter agreement shall be determined by the United States District Court
for the District of Massachusetts and this agreement shall be interpreted and
construed in its entirety in accordance with the laws of The Commonwealth of
Massachusetts. This Agreement shall expire two years from the date written
below.
Name: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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Company: Crane Co.
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Date: June 11, 2002
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