STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT, dated as of December 20, 1999
(this "Agreement"), is made and entered into among Honeywell International
Inc., a Delaware corporation ("Parent"), HII-2 Acquisition Corp., a Dela-
ware corporation and wholly owned subsidiary of Parent ("Purchaser"), and
the stockholders identified on the signature page hereof ("Stockhold-
ers").
RECITALS:
A. Parent, Purchaser and Pittway Corporation, a Delaware
corporation ("Company"), propose to enter into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which the Purchaser will merge with and into Company (the "Merger") on the
terms and subject to the conditions set forth in the Merger Agreement.
Except as otherwise defined herein, terms used herein with initial capital
letters have the respective meanings ascribed thereto in the Merger Agree-
ment.
B. As of the date hereof, Stockholders, in the aggregate,
beneficially own and are entitled to dispose of (or to direct the disposi-
tion of) and to vote (or to direct the voting of) the shares of Class A
Stock, of the par value of $1.00 per share (the "Class A Shares"), of Com-
pany and the shares of Common Stock, of the par value of $1.00 per share
("Common Stock"), of Company identified on Appendix A hereto (the shares
of Common Stock and the shares of Class A Stock are sometimes referred to
together as the "Shares" and such Shares, together with any other shares
of capital stock of Company the beneficial ownership of which is acquired
by Stockholders during the period from and including the date hereof
through and including the earlier of (i) the expiration of the Option Pe-
riod (as defined herein) and (ii) the expiration of this Agreement, but
less approximately 250,000 shares in the aggregate which are identified on
Appendix A as being reserved for charitable contributions and are thus
outside the coverage of this Agreement, are collectively referred to
herein as "Subject Shares").
C. Pursuant to the Merger Agreement, Purchaser shall com-
mence a cash tender offer (the "Offer") to purchase at a price of $45.50
per Share all outstanding Shares, including all of the Subject Shares.
D. As a condition and inducement to Parent's and Purchaser's
willingness to enter into the Merger Agreement, Parent and Purchaser have
requested that Stockholders agree, and Stockholders have agreed, to enter
into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the rep-
resentations, warranties, covenants and agreements contained in this
Agreement and the Merger Agreement and for other good and valuable consid-
eration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE I
AGREEMENT TO TENDER
Section 1.1 Agreement to Tender. Promptly following the com-
mencement of the Offer, Stockholders shall tender, in accordance with the
terms of the Offer, all Subject Shares then owned by them. Stockholders
shall not withdraw from the Offer any Subject Shares tendered pursuant to
the Offer unless and until the Merger Agreement is terminated.
ARTICLE II
OPTION
Section 2.1 (a) Grant of Option. Stockholders hereby grant
to Parent an irrevocable option (the "Option") to purchase the Subject
Shares on the terms and subject to the conditions set forth herein, at a
price per Subject Share equal to $45.50 in cash or any higher price paid
or to be paid by Parent and Purchaser pursuant to the Offer (such price
being referred to as the "Option Consideration").
(b) When Option Exercisable. The Option shall become exercis-
able (unless earlier terminated) from and after the time and date of the
Option Triggering Event. The "Option Triggering Event" is the first to
occur of the following: (x) the termination by the Company of the Merger
Agreement pursuant to Section 7.1(c)(ii) other than a termination, prior
to 5:00 p.m. (New York time) on February 20, 2000, in connection with a
Superior Proposal (as hereinafter defined) from any party (or an affiliate
of such party) which made an Acquisition Proposal or gave an Indication of
Interest prior to 12:00 p.m. (New York time) on February 3, 2000 (such
time and date, the "Initial Offer Expiration Date"), (y) the termination
by Parent of the Merger Agreement pursuant to Section 7.1(d)(iii) other
than a termination, prior to 5:00 p.m. (New York time) on February 20,
2000, in connection with a Superior Proposal from any party (or an affili-
ate of such party) which made an Acquisition Proposal or gave an Indica-
tion of Interest prior to the Initial Offer Expiration Date, (z) the ter-
mination by the Company or Parent of the Merger Agreement pursuant to Sec-
tion 7.1(b)(i) if prior to such termination there shall have been publicly
announced an Acquisition Proposal that is financially superior to the Of-
fer and Merger (either at the time it is made or at any time prior to the
termination of the Merger Agreement) or Indication of Interest (a "Supe-
rior Proposal") and (zz) the termination by Parent of the Merger Agreement
pursuant to Section 7.1(d)(ii) as a result of the Company's willful mate-
rial breach of a covenant in the Merger Agreement if prior to such breach
the Company shall have received a Superior Proposal.
(c) When Option Terminates. The Option shall terminate
(whether or not it shall have become exercisable) on the time and date of
the first to occur of the following: (x) the purchase of Shares in the
Offer, (y) any termination of the Merger Agreement on or prior to the Ini-
tial Offer Expiration Date, (z) the termination of the Merger Agreement
after the Initial Offer Expiration Date other than in connection with an
Option Triggering Event, (zz) 100 days after the beginning of the Option
Period and (zzz) the Initial Offer Expiration Date if, as of such date,
there shall have been no publicly announced Acquisition Proposal or Indi-
cation of Interest and all conditions, other than the Minimum Condition,
shall have been satisfied. The period beginning at the time and date the
Option shall become exercisable and ending on the time and date the Option
shall terminate is referred to herein as the "Option Period."
Section 2.2 Exercise of Option. (a) Parent may exercise the
Option, in whole but not in part, at any time during the Option Period.
Notwithstanding anything in this Agreement to the contrary, Parent shall
be entitled to purchase all Subject Shares in accordance with the terms
hereof during the Option Period, and the expiration of the Option Period
shall not affect any rights hereunder which by their terms do not termi-
nate or expire prior to or as of such expiration.
(b) If Parent wishes to exercise the Option, it shall de-
liver to Stockholders a written notice (an "Exercise Notice") to that ef-
fect which specifies a date (an "Option Closing Date") (not earlier than
three business days after the date such Exercise Notice is delivered and
not later than the last day of the Option Period) for the consummation of
the purchase and sale of such Subject Shares (an "Option Closing"). If
the Option Closing cannot be effected on the Option Closing Date specified
in the Exercise Notice by reason of a preliminary or final injunction or
any other applicable judgment, decree, order, law or regulation, or be-
cause any applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), shall not have ex-
pired or been terminated, the Option Closing Date specified in the Exer-
cise Notice shall be extended to the fifth business day following the
elimination of all such impediments but in no event shall the Option Clos-
ing Date be later than the last day of the Option Period. The place of
the Option Closing shall be at the offices of Skadden, Arps, Slate,
▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and the
time of the Option Closing shall be 10:00 a.m. (New York Time) on the Op-
tion Closing Date.
Section 2.3 Payment and Delivery of Certificates. At the
Option Closing, Parent shall pay to Stockholders the Option Consideration
payable in respect of the Subject Shares to be purchased from Stockholders
at the Option Closing, and Stockholders shall deliver to Parent such Sub-
ject Shares, free and clear of all Liens, with the certificate or certifi-
▇▇▇▇▇ evidencing such Subject Shares being duly endorsed for transfer by
Stockholders and accompanied by all powers of attorney and/or other in-
struments necessary to convey valid and unencumbered title thereto to Par-
ent, and shall, to the extent permissible, assign to Parent (pursuant to a
written instrument in form and substance satisfactory to Parent) all
rights that Stockholders may have to require Company to register such Sub-
ject Shares under the Securities Act of 1933, as amended (the "Securities
Act"). Transfer taxes, if any, imposed solely as a result of the exercise
of the Option shall be borne by Purchaser.
Section 2.4 Rescission of Exercise. If the Option is exer-
cised and, for any reason, neither Purchaser nor any third-party shall
have acquired 100% of the Shares by a date which is nine months after such
exercise at a price per Share equal to or greater than the Option Consid-
eration, then at the election of all of the Stockholders (upon five-days
notice given within ten months after such exercise) the Option exercise
shall be rescinded. Upon any such rescission, the Stockholders shall re-
turn to Parent the aggregate Option Consideration (plus investment income,
if any, realized thereon) and Parent shall return to the Stockholders the
Subject Shares free and clear of any encumbrances, etc. (plus any divi-
dends (and investment income, if any, realized thereon)). Throughout the
period during which the Option is subject to rescission, Parent and Pur-
chaser shall take no action which would (i) adversely affect the voting
rights in respect of the Subject Shares, but Parent shall be entitled to
exercise full voting rights related to the Subject Shares or (ii) cause
the Company to make or pay any special dividends or distributions. The
foregoing notwithstanding, the provisions of this Section 2.4 shall not
apply if Purchaser or one of its affiliates makes, following the exercise
of the Option and during such nine month period, an offer to all holders
of Shares to purchase any or all of their Shares at a price per Share
equal to or greater than the Option Consideration, which offer shall be
subject to no conditions other than the absence of an injunction.
Section 2.5 Adjustment upon Changes in Capitalization, Etc.
In the event of any change in the capital stock of Company by reason of a
stock dividend, split-up, merger, recapitalization, combination, exchange
of shares, extraordinary distribution or similar transaction, the type and
number or amount of shares, securities or other property subject to the
Option, and the Option Consideration payable therefor, shall be adjusted
appropriately, and proper provision shall be made in the agreements gov-
erning such transaction, so that Parent shall receive upon exercise of the
Option the type and number or amount of shares, securities or property
that Parent would have retained and/or been entitled to receive in respect
of the Subject Shares if the Option had been exercised immediately prior
to such event relating to Company or the record date therefor, as applica-
ble. The provisions of this Section 2.4 shall apply in a like manner to
successive stock dividends, split-ups, mergers, recapitalizations, combi-
nations, exchanges of shares or extraordinary distributions or similar
transactions.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Certain Representations and Warranties of Stock-
holders. Stockholders represent and warrant to Parent and Purchaser as
follows:
(a) Ownership. Stockholders are the sole record and benefi-
cial owner of the Class A Shares and the shares of Common Stock identi-
fied on Appendix A hereto and have, in the aggregate, full and unre-
stricted power to dispose of and to vote such Shares, subject to applica-
ble securities laws. Stockholders do not beneficially own any securities
of Company on the date hereof other than such Shares (excluding for these
purposes any Shares subject to unexercised stock options and other awards
under Company plans). Stockholders, in the aggregate, together with Wil-
▇▇▇▇ ▇▇▇▇▇▇ Investors, Inc. in its capacity as investment advisor, have
sole voting power and sole power to issue instructions with respect to the
matters set forth in Articles I and II hereof, sole power of disposition,
sole power of conversion, sole power to demand appraisal rights and sole
power to agree to all of the matters set forth in this Agreement, in each
case with respect to all of the Subject Shares with no limitations, quali-
fications or restrictions on such rights, subject to applicable securities
laws and the terms of this Agreement. As of the date hereof, the Subject
Shares entitle the holders thereof to cast not less than 4,488,330 votes
and a majority of the votes entitled to be cast by all holders of Common
Stock.
(b) Power and Authority; Execution and Delivery. Each Stock-
holder has all requisite legal capacity, power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Stockholders and the consumma-
tion by Stockholders of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of Stockholders. This
Agreement has been duly executed and delivered by Stockholders and, assum-
ing that this Agreement constitutes the valid and binding obligation of
the other parties hereto, constitutes a valid and binding obligation of
Stockholders, enforceable against Stockholders in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent convey-
ance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity.
(c) No Conflicts. The execution and delivery of this Agree-
ment do not, and, subject to compliance with the HSR Act, to the extent
applicable, the consummation of the transactions contemplated hereby and
compliance with the provisions hereof will not (i) conflict with or result
in any breach of any organizational documents applicable to Stockholders
or (ii) conflict with, result in a breach or violation of or default (with
or without notice or lapse of time or both) under, or give rise to a mate-
rial obligation, a right of termination, cancellation, or acceleration of
any obligation or a loss of a material benefit under, or require notice to
or the consent of any person under any agreement, instrument, undertaking,
law, rule, regulation, judgment, order, injunction, decree, determination
or award binding on Stockholders, other than any such conflicts, breaches,
violations, defaults, obligations, rights or losses that individually or
in the aggregate would not (i) impair the ability of Stockholders to per-
form Stockholders' obligations under this Agreement or (ii) prevent or ▇▇-
▇▇▇ the consummation of any of the transactions contemplated hereby.
(d) No Encumbrances. Except as applicable in connection with
the transactions contemplated by the Recitals hereto or Article II hereof,
the Subject Shares and the certificates representing the Subject Shares
are now, and at all times during the term hereof will be, held by Stock-
holders, or by a nominee or custodian for the benefit of Stockholders,
free and clear of all liens, claims, security interests, proxies, voting
trusts or agreements, understandings or arrangements or any other encum-
brances whatsoever ("Liens"), except for any such encumbrances arising
hereunder. Upon exercise of the Option, Parent shall acquire the Subject
Shares, free and clear of all Liens.
(e) No Finder's Fees. No broker, investment banker, ▇▇▇▇▇-
cial advisor or other person is entitled to any broker's, finder's, ▇▇▇▇▇-
cial adviser's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on be-
half of Stockholders.
Section 3.2 Representations and Warranties of Parent and
Purchaser. Parent and Purchaser hereby represent and warrant to Stock-
holders that:
(a) Power and Authority; Execution and Delivery. Parent and
Purchaser each has all requisite legal capacity, corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by Par-
ent and Purchaser and the consummation by Parent and Purchaser of the
transactions contemplated hereby have been duly authorized by all neces-
sary corporate action on the part of Parent and Purchaser. This Agreement
has been duly executed and delivered by Parent and Purchaser and, assuming
that this Agreement constitutes the valid and binding obligation of Stock-
holders, constitutes a valid and binding obligation of Parent and Pur-
chaser, enforceable against Parent and Purchaser in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent convey-
ance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity.
(b) No Conflicts. The execution and delivery of this Agree-
ment do not, and, subject to compliance with the HSR Act, to the extent
applicable, the consummation of the transactions contemplated hereby and
compliance with the provisions hereof will not (i) conflict with or result
in any breach of any organizational documents applicable to Parent or Pur-
chaser or (ii) conflict with, result in a breach or violation of or de-
fault (with or without notice or lapse of time or both) under, or give
rise to a material obligation, right of termination, cancellation, or ac-
celeration of any obligation or a loss of a material benefit under, or re-
quire notice to or the consent of any person under any agreement, instru-
ment, undertaking, law, rule, regulation, judgment, order, injunction, ▇▇-
▇▇▇▇, determination or award binding on Parent or Purchaser, other than
any such conflicts, breaches, violations, defaults, obligations, rights or
losses that individually or in the aggregate would not (i) impair the
ability of Parent and Purchaser to perform their obligations under this
Agreement or (ii) prevent or delay the consummation of any of the transac-
tions contemplated hereby.
(c) Purchase Not for Distribution. The Option and the Sub-
ject Shares to be acquired upon exercise of the Option are being and shall
be acquired by Parent without a view to public distribution thereof other-
wise than in compliance with the Securities Act and applicable state secu-
rities laws and shall not be transferred or otherwise disposed of except
in a transaction registered or exempt from registration under the Securi-
ties Act and in compliance with applicable state securities laws and ex-
cept in compliance with Sections 2.4 and 5.7 hereof.
ARTICLE IV
CERTAIN COVENANTS
Section 4.1 Certain Covenants of Stockholders.
(a) Restriction on Transfer of Subject Shares, Proxies and
Noninterference. From and after the date hereof and prior to expiration
of the Option Period, Stockholders shall not, directly or indirectly: (A)
except pursuant to the terms of this Agreement and for the tender of Sub-
ject Shares in the Offer and for sales, transfers and gifts to other
Stockholders which do not affect the status of the Subject Shares
hereunder, offer for sale, sell, transfer, tender, pledge, encumber, as-
sign or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to or consent to the offer for
sale, sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of, any or all of the Subject Shares; (B) except pursuant to
the terms of this Agreement, grant any proxies or powers of attorney
(other than in connection with the Company's year 2000 annual meeting or
to facilitate performance hereunder), deposit any of the Subject Shares
into a voting trust or enter into a voting agreement with respect to any
of the Subject Shares; or (C) willfully take any action that would make
any representation or warranty contained herein untrue or incorrect or
have the effect of impairing the ability of Stockholders to perform Stock-
holders' obligations under this Agreement or preventing or delaying the
consummation of any of the transactions contemplated hereby or by the
Merger Agreement, except as permitted by this Agreement.
(b) Releases. Each Stockholder hereby fully, unconditionally
and irrevocably releases, effective as of the Effective Time, any and all
claims (other than claims for dividends) and causes of action that Stock-
holder has or may have, in its capacity as a stockholder of Company,
against Company or any of its Subsidiaries or any present or former direc-
tor, officer, employee or agent of Company or any of its Subsidiaries
(collectively, the "Released Parties") arising or resulting from or relat-
ing to any act, omission, event or occurrence prior to the Effective Time.
(c) No Solicitation. Each Stockholder shall not, in its ca-
pacity as a Stockholder, directly or indirectly, encourage, solicit or
initiate discussions or negotiations with any person or entity (other
than Parent or any affiliate of Parent) concerning any business combina-
tion merger, tender offer, exchange offer, sale of assets, sale of shares
of capital stock or debt securities or similar transactions involving Com-
pany or any Subsidiary, division or operating or principal business unit
of Company. If any Stockholder receives any inquiry or proposal with re-
spect thereto, then such Stockholder shall promptly inform Parent of the
existence thereof. Prior to the beginning of the Option Period, the
Stockholders, in their capacity as Stockholders, may respond to any such
inquiry or proposal; after the beginning of the Option Period, the Stock-
holders shall not respond to any such inquiry or proposal. Each Stock-
holder will immediately cease and cause to be terminated existing activi-
ties, discussions or negotiations (if any)with any parties conducted here-
tofore with respect to any of the foregoing. Nothing contained herein
shall prohibit any Stockholder from acting in its capacity as an officer
and/or director. Actions taken in conformity with this subsection (c)
shall not be a violation of subsection (a).
(d) Reliance by Parent. Each Stockholder understands and
acknowledges that Parent and Purchaser are entering into the Merger Agree-
ment in reliance upon the Stockholders' execution and delivery of this
Agreement.
ARTICLE V
MISCELLANEOUS
Section 5.1 Fees and Expenses. Each party hereto shall pay
its own expenses incident to preparing for, entering into and carrying out
this Agreement and the consummation of the transactions contemplated
hereby.
Section 5.2 Amendment; Termination. This Agreement may not
be amended except by an instrument in writing signed on behalf of each of
the parties hereto. This Agreement shall terminate at the end of the Op-
tion Period (other than the provisions of Section 1.1 which shall termi-
nate in accordance with its terms) or, if the Merger Agreement is termi-
nated prior to Initial Offer Expiration Date, upon the termination of the
Merger Agreement. Notwithstanding the foregoing, the obligations of Par-
ent under Section 5.12 shall survive any termination of this Agreement.
Section 5.3 Extension; Waiver. Any agreement on the part of
a party to waive any provision of this Agreement, or to extend the time
for any performance hereunder, shall be valid only if set forth in an in-
strument in writing signed on behalf of such party. The failure of any
party to this Agreement to assert any of its rights under this Agreement
or otherwise shall not constitute a waiver of such rights.
Section 5.4 Entire Agreement; No Third-Party Beneficiaries.
This Agreement constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter of this Agreement, and is not intended
to confer upon any person other than the parties any rights or remedies;
provided, however, that the provisions of Section 4.1(b) are intended to
inure to the benefit of, and to be enforceable by, the Released Parties.
Section 5.5 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable prin-
ciples of conflict of laws thereof.
Section 5.6 Notices. All notices, requests, claims, demands
and other communications under this Agreement shall be in writing and
shall be deemed given if delivered personally, or sent by overnight cou-
rier or telecopy (providing proof of delivery) to the address set forth
below (or, in each case, at such other address as shall be specified by
like notice).
If to Parent or Purchaser:
Honeywell International Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Office of the General Counsel
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to Stockholders: The persons identified on Appendix B hereto.
Section 5.7 Assignment. Neither this Agreement nor any of
the rights, interests, or obligations under this Agreement may be assigned
or delegated, in whole or in part, by operation of law or otherwise, by
Stockholders (other than transfers permitted by clause (A) of Section
4.1(a) hereof) without the prior written consent of Parent, or by Parent
(other than to a direct or indirect wholly-owned subsidiary) without the
prior written consent of the Stockholders, and any such assignment or
delegation that is not consented to shall be null and void. Subject to
the preceding sentence, this Agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the parties and their respective suc-
cessors and assigns (including without limitation any person to whom any
Subject Shares are sold, transferred, assigned or passed, whether by op-
eration of law or otherwise and no such sale, transfer, assignment or
passing shall relieve a Stockholder of its obligations hereunder).
Section 5.8 Confidentiality. Stockholders recognize that
successful consummation of the transactions contemplated by this Agreement
may be dependent upon confidentiality with respect to the matters referred
to herein. In this connection, pending public disclosure thereof, Stock-
holders hereby agree not to disclose or discuss such matters with anyone
not a party to this Agreement (other than its counsel and advisors, if
any) without the prior written consent of Parent, except for filings re-
quired pursuant to the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, or disclosures its counsel advises
are necessary in order to fulfill its obligations imposed by law. In such
event, Stockholders will, to the extent reasonably practicable, notify and
consult with Parent concerning any such disclosure. Nothing contained
herein shall prohibit any Stockholder from acting in its capacity as an
officer and/or director.
Section 5.9 Further Assurances. Stockholders shall execute
and deliver such other documents and instruments and take such further ac-
tions as may be necessary or appropriate or as may be reasonably requested
by Parent or Purchaser in order to ensure that Parent and Purchaser re-
ceive the full benefit of this Agreement.
Section 5.10 Enforcement. Irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. Ac-
cordingly, the parties shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in the Court of Chancery in and for
New Castle County in the State of Delaware (or, if such court lacks sub-
ject matter jurisdiction, any appropriate state or federal court in New
Castle County in the State of Delaware), this being in addition to any
other remedy to which they are entitled at law or in equity. Each of the
parties hereto (i) shall submit itself to the personal jurisdiction of the
Court of Chancery in and for New Castle County in the State of Delaware
(or, if such court lacks subject matter jurisdiction, any appropriate
state or federal court in New Castle County in the State of Delaware) in
the event any dispute arises out of this Agreement or any of the transac-
tions contemplated hereby, (ii) shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such
court, and (iii) shall not bring any action relating to this Agreement or
any of the transactions contemplated hereby in any court other than the
Court of Chancery in and for New Castle County in the State of Delaware
(or, if such court lacks subject matter jurisdiction, any appropriate
state or federal court in New Castle County in the State of Delaware).
Section 5.11 Severability. Whenever possible, each provi-
sion or portion of any provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law but if any
provision or portion of any provision of this Agreement is held to be in-
valid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision or portion of any provision in such
jurisdiction, and this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provi-
sion or portion of any provision had never been contained herein.
Section 5.12 Limited Indemnity. Parent shall indemnify the
Stockholders against any reasonable legal expenses (but not against li-
ability) incurred by all such Stockholders, in their capacity as such, as
a result of any litigation (or threat of litigation) directly or indi-
rectly related to this Agreement up to $100,000 in the aggregate and
one-half of any such expenses in excess of $100,000.
Section 5.13 Several and Not Joint. The obligations of, and
representations and warranties made by, each Stockholder shall be several
and not joint and shall relate only to the Shares beneficially owned by
such Stockholder.
Section 5.14 Preservation of Special Voting Rights. To the
extent that the terms of this Agreement would cause the shares of Common
Stock to lose their special voting rights, the terms of this Agreement
shall be deemed modified ab initio, in whole or in part, to the extent,
but only to the extent, necessary so that the shares of Common Stock do
not lose their special voting rights.
Section 5.15 Descriptive Headings. The descriptive headings
used herein are inserted for convenience of reference only and are not in-
tended to be part of or to affect the meaning or interpretation of this
Agreement.
Section 5.16 Counterparts. This Agreement may be executed
in one or more counterparts, all of which shall be considered one and the
same instrument and shall become effective when one or more counterparts
have been signed by each party and delivered to the other parties.
[signature page follows]
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the day and year first written above.
HONEYWELL INTERNATIONAL INC.
By:____________________________________
Name:
Title: General Counsel
HII-2 ACQUISITION CORP.
By:_____________________________________
Name:
Title:
Stockholder Agreement signature pages.
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust f/b/o ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, as Trustee and individually
King Harris Trust of 1990 f/b/o King ▇. ▇▇▇▇▇▇
By: _____________________________________
King ▇. ▇▇▇▇▇▇, as Trustee and individually
▇▇▇ ▇▇▇▇▇▇▇ Grandchildren's Trust
By: _____________________________________
June ▇. ▇▇▇▇▇▇▇, as Trustee
▇▇▇▇▇▇ ▇▇▇▇▇ Trust f/b/o ▇▇▇▇▇▇ ▇▇▇▇▇
By: ______________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
and ______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇, as co-Trustee and individually
VHP-▇▇▇▇▇ 76 Trust
By: ____________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
and ____________________________________
▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
VHP-▇▇▇▇ 76 Trust
By: _____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as co-Trustee
and ____________________________________
▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee and individually
VHP-▇▇▇▇▇▇▇ 76 Trust
By: _____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as co-Trustee
and _____________________________________
▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
VHP-▇▇▇▇▇▇ 76 Trust
By: _____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as co-Trustee
and _____________________________________
▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
VHP-▇▇▇▇ 76 Trust
By: _____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as co-Trustee
and _____________________________________
▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dtd 12/29/75 f/b/o ▇▇▇▇ ▇▇▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
and _____________________________________
▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dtd 2/27/74 f/b/o ▇▇▇▇ ▇▇▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and individually
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust f/b/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: _____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and individually
________________________________________
▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust f/b/o ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee and individually
and _____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇ ▇▇▇▇▇ Trust f/b/o ▇▇▇▇▇ ▇▇▇▇▇
By: _____________________________________
▇▇▇▇▇ ▇▇▇▇▇, as co-Trustee and individually
and _____________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dtd 1/13/59 f/b/o ▇▇▇▇ ▇. ▇▇▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and _____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dtd 1/13/59 f/b/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and _____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dtd 1/13/59 f/b/o ▇▇▇▇▇ ▇. ▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and _____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dtd 1/13/59 f/b/o ▇▇▇▇ ▇. ▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and _____________________________________
and King ▇. ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dtd 1/13/59 f/b/o ▇▇▇▇▇▇ ▇. ▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and _____________________________________
and King ▇. ▇▇▇▇▇▇, as co-Trustee
King ▇. ▇▇▇▇▇▇ Children's Trust
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and _____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as co-Trustee
▇▇▇▇ ▇. ▇▇▇▇ Children's Trust f/b/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: _____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇ ▇. ▇▇▇▇ Children's Trust f/b/o ▇▇▇▇▇ ▇. ▇▇▇▇
By: _____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇ ▇. ▇▇▇▇ Children's Trust f/b/o ▇▇▇▇ ▇. ▇▇▇▇
By: ____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and ____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇ ▇. ▇▇▇▇ Children's Trust f/b/o ▇▇▇▇▇▇ ▇. ▇▇▇▇
By: ____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and ____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇ ▇. ▇▇▇▇▇▇ Trust f/b/o ▇▇▇ ▇. ▇▇▇▇▇▇
By: ____________________________________
▇▇▇ ▇. ▇▇▇▇▇▇, as co-Trustee and individually
and ____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇▇▇ ▇. Friend Trust f/b/o ▇▇▇▇▇▇▇ ▇. Friend
By: ____________________________________
▇▇▇▇▇▇▇ ▇. Friend, as Trustee
and ____________________________________
King ▇. ▇▇▇▇▇▇, as Trustee
▇▇▇▇▇ ▇. Friend Trust f/b/o ▇▇▇▇▇ ▇. Friend
By: ____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and ____________________________________
▇▇▇▇▇ ▇. Friend, as co-Trustee and individually
▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust f/b/o ▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and ____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-Trustee and individually
________________________________________
King ▇. ▇▇▇▇▇▇, as Custodian for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
________________________________________
King ▇. ▇▇▇▇▇▇, as Custodian for ▇▇▇▇▇ ▇. ▇▇▇▇
Resurgent Investors L.P.
By: ____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-general partner
and ____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-general partner
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust dtd 1/12/54 f/b/o ▇▇▇ ▇. ▇▇▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and ____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and American National Bank
by:__________________________________
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust dtd 1/12/54 f/b/o ▇▇▇▇▇ ▇. Friend
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And _____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and American National Bank
by__________________________________
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust dtd 1/12/54 f/b/o ▇▇▇▇ ▇. ▇▇▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And _____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and American National Bank
by___________________________________
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust dtd 1/12/54 f/b/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and _____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and American National Bank
by:__________________________________
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust dtd 1/12/54 f/b/o ▇▇▇▇▇ ▇. ▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And _____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and American National Bank
by:__________________________________
Title:
▇▇▇▇▇▇ Trust dtd 1/12/54 f/b/o ▇▇▇▇ ▇. ▇▇▇▇
By: ____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and ____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and American National Bank
by:__________________________________
Title:
▇▇▇▇▇▇ Trust dtd 1/12/54 f/b/o ▇▇▇▇▇▇ ▇. ▇▇▇▇
By: ____________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
King ▇. ▇▇▇▇▇▇, as co-Trustee
and American National Bank
by:__________________________________
Title:
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Revocable Trust
By: ____________________________________
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, as co-Trustee and individually
And ____________________________________
▇▇▇▇▇ ▇▇▇▇, as co-Trustee
____________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Rosbrow, individually, including,
without limitation, any community property interest
____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, individually, including,
without limitation, any community property interest
____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trust u/w/of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ f/b/o ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Rosbrow
By: _____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-Trustee
And _____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
Trust u/w/of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ f/b/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: _____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-Trustee
And _____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇▇ ▇▇▇▇, ▇▇. Revocable Trust
By: ____________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as Trustee and individually
▇▇▇▇▇▇ ▇▇▇▇▇▇ Foundation
By: ____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as President, Treasurer and a director
▇▇▇▇▇▇ Foundation
By: ____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Chairman, Treasurer and a Trustee
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Trust
By: ____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
IBH - ▇▇▇▇▇▇▇▇ 74 Trust
By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-Trustee
and ___________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and ___________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
IBH - ▇▇▇▇▇ 74 Trust
By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-Trustee
And ___________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
and ___________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
WWH - ▇▇▇▇▇▇▇▇ 76 Trust
By: ____________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
And ____________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
WWH - ▇▇▇▇▇ 76 Trust
By: ____________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
And ____________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇▇▇▇ 75 Trust
By: ____________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
And ____________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇ 75 Trust
By: ____________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
And ____________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
________________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
________________________________________
King ▇. ▇▇▇▇▇▇
________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________________
▇▇▇ ▇. ▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇. Friend
▇▇▇▇▇▇ ▇▇▇▇▇ Trust f/b/o ▇▇▇▇▇▇ ▇▇▇▇▇
By: ___________________________________
▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee and individually
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, individually, including, without
limitation, any community property interest
______________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, individually, including, without
limitation, any community property interest
▇▇▇▇▇ ▇▇▇▇▇▇ Investment Trust f/b/o ▇▇▇▇▇ ▇▇▇▇▇▇
By: ___________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, as Trustee and individually
▇▇▇▇ ▇▇▇▇▇▇ Investment Trust f/b/o ▇▇▇▇ ▇▇▇▇▇▇
By: ___________________________________
▇▇▇▇ ▇▇▇▇▇▇, as Trustee and individually
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Trust f/b/o ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: ___________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Trustee and individually
▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Trust f/b/o ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: ____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, as Trustee and individually
▇▇▇▇ ▇▇▇▇▇▇ Investment Trust f/b/o ▇▇▇▇ ▇▇▇▇▇▇
By: ___________________________________
▇▇▇▇ ▇▇▇▇▇▇, as Trustee and individually
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ Trust A
By: ____________________________________
▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ Trust B
By: ____________________________________
▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ Trust C
By: ____________________________________
▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust
By: ____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and individually
▇▇▇▇▇▇▇▇ Family Trust
By: ____________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And ____________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
And ____________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as co-Trustee
▇▇▇▇▇ Family Trust
By: _____________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And _____________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And _____________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, as co-Trustee
And _____________________________________
▇▇▇▇▇▇ ▇▇▇▇, ▇▇., as co-Trustee
And _____________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as co-Trustee
Bern L.P.
By: _____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as President of Portbrid Management Co., Inc.,
which is the corporate general partner of Bern L.P.
Wilikenia L.P.
By: ______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Vice-President of Wilikenia Management Co.,
which is the corporate general partner of Wilikenia L.P.
St. Louis L.P.
By: ____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Vice-President of St. Louis Management Co.,
which is the corporate general partner of St. Louis L.P.
2029 L.P.
By: _____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Vice-President of 2029 Management Co.,
which is the corporate general partner of 2029 L.P.
The Summer Fund
By: ____________________________________
▇▇▇▇ ▇▇▇▇▇▇, as Vice-President
▇▇▇▇▇▇ ▇▇▇▇▇▇ Foundation A
By: ____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Trustee
The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and June ▇. ▇▇▇▇▇▇▇ Foundation
By: ____________________________________
▇▇▇▇ ▇▇▇▇▇▇▇, as President
Appendix A
Page 1 of 10
Pittway Corporation
Class A Stock
Share Ownership Information
Shares
Shares
Benefi-
Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared
Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to
Vote Contribution
Bern, LP 417,180 417,180
417,180 22,822
St. Louis, LP 530,808 530,808
530,808 29,039
▇▇▇▇▇▇ ▇▇▇▇▇ Trust 59,324 59,324
59,324 3,245
▇▇▇▇▇▇ ▇▇▇▇▇ 58,190 58,190
58,190 3,183
▇▇▇▇▇ ▇▇▇▇▇▇ 10,360 10,360
10,360 567
▇▇▇▇ ▇▇▇▇▇▇ 10,768 10,768
10,768 589
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 9,790 9,790
9,790 536
▇▇▇▇▇▇ ▇▇▇▇▇▇ 7,390 7,390
7,390 404
▇▇▇▇ ▇▇▇▇▇▇ 1,508 1,508
1,508 ▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇▇▇▇▇ 39,120 39,120
39,120 2,140
▇.▇▇▇▇▇▇ Tr fbo ▇▇▇▇ 39,120 39,120
39,120 2,140
▇.▇▇▇▇▇▇ Tr fbo ▇▇▇▇▇▇▇ 39,120 39,120
39,120 2,140
▇.▇▇▇▇▇▇ Tr fbo ▇▇▇▇▇▇ 39,120 39,120
39,120 2,140
▇.▇▇▇▇▇▇ Tr fbo ▇▇▇▇ 39,120 39,120
39,120 2,140
▇.▇▇▇▇▇▇ Tr fbo ▇▇▇▇ 488 488
488 ▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇▇▇▇ ▇. 4,890 4,890
4,890 268
R.▇▇▇▇▇▇ ▇▇ Trust A 17,300 17,300
17,300 ▇▇▇
▇.▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ 17,300 17,300
17,300 946
R.▇▇▇▇▇▇ ▇▇ Trust C 17,300 17,300
17,300 946
▇▇▇▇▇ ▇▇▇▇▇ Trust 34,702 34,702
34,702 1,898
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ 109,682 109,682
109,682 6,000
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 39,740 39,740
39,740 2,174
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 102,186 102,186
102,186 5,590
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 131,258 131,258
131,258 7,180
Appendix A
Page 2 of 10
Pittway Corporation
Class A Stock
Share Ownership Information
Shares
Shares
Benefi-
Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared
Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to
Vote Contribution
Wilikenia, LP 495,506 495,506
495,506 27,107
Tr u/w ▇▇▇▇▇▇▇ fbo
▇.▇. ▇▇▇▇▇▇▇ 5,946 5,946
5,946 325
Tr u/w ▇▇▇▇▇▇▇ fbo
▇.▇. ▇▇▇▇▇▇▇ 5,940 5,940
5,940 325
▇▇▇▇▇▇ ▇▇▇▇ ▇▇. 8,880 8,880
8,880 486
▇▇▇▇▇▇ ▇▇▇▇▇▇ Foundation 36,000 36,000
36,000 1,970
▇▇▇▇ ▇▇▇▇▇▇ Rev. Trust 6,000 6,000
6,000 328
▇▇▇▇▇▇ Foundation 660,934 660,934
660,934 36,157
▇▇▇ ▇▇▇▇▇▇ Inv. Trust 3,020 3,020
3,020 ▇▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇.▇▇▇▇▇▇ 1,956 1,956
1,956 ▇▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇.▇▇▇▇▇▇ 1,956 1,956
1,956 107
▇.▇.▇▇▇▇▇▇ 1976 Trust
fbo ▇. ▇▇▇▇▇▇ 47,222 47,222
47,222 2,583
▇.▇.▇▇▇▇▇▇ 1976 Trust
fbo ▇. ▇▇▇▇▇▇ 46,622 46,622
46,622 2,551
▇.▇.▇▇▇▇▇▇ 1975 Trust
fbo ▇. ▇▇▇▇▇▇ 978 978
978 54
▇.▇.▇▇▇▇▇▇ 1975 Trust
fbo D. ▇▇▇▇▇▇ ▇▇▇▇▇▇ 978 978
978 54
▇▇▇ ▇▇▇▇▇▇▇ Grand-
Children Trust 4,262 4,262
4,262 233
▇▇▇ ▇▇▇▇▇▇▇ & June ▇.
▇▇▇▇▇▇▇ Foundation 35,000 35,000
35,000 1,915
Appendix A
Page 3 of 10
Pittway Corporation
Class A Stock
Share Ownership Information
Shares
Shares
Benefi-
Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared
Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to
Vote Contribution
2029, LP 436,786 436,786
436,786 23,895
▇.▇▇▇▇▇▇ Foundation A 16,667 16,667
16,667 912
The Summer Fund 33,333 33,333
33,333 1,824
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust 452,030 452,030 452,030
24,729
King Harris Trust 427,340 427,340 427,340
23,378
King Harris 401K 39,633 39,633 39,633
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust 257,798 257,798 257,798
14,103
▇▇▇▇ ▇▇▇▇ Agency Trust 280,619 280,619
280,619 15,352
▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ Trust 341,970 341,970 341,970
18,708
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
For ▇▇▇▇ ▇▇▇▇▇▇ 26,634 26,634
26,634 1,457
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
For ▇▇▇▇▇▇▇ ▇▇▇▇ 8,681 8,681
8,681 475
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
For ▇▇▇▇▇ ▇▇▇▇ 8,681 8,681
8,681 475
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
For ▇▇▇▇ ▇▇▇▇ 8,680 8,680
8,680 475
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
For ▇▇▇▇▇▇ ▇▇▇▇ 8,680 8,680
8,680 475
▇.▇▇▇▇▇▇ Childrens Trust 81,662 81,662
81,662 4,467
▇▇▇▇ ▇▇▇▇ Children's
Trust for ▇. ▇▇▇▇ 15,860 15,860
15,860 868
▇▇▇▇ ▇▇▇▇ Children's
Trust for ▇. ▇▇▇▇ 15,860 15,860
15,860 868
Appendix A
Page 4 of 10
Pittway Corporation
Class A Stock
Share Ownership Information
Shares
Shares
Benefi-
Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared
Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to
Vote Contribution
▇▇▇▇ ▇▇▇▇ Children'
Trust for A. Paul 15,860 15,860
15,860 868
▇▇▇▇ ▇▇▇▇ Children's
Trust for ▇. ▇▇▇▇ 15,860 15,860
15,860 868
▇▇▇ ▇▇▇▇▇▇ Trust 48,843 48,843 48,843
2,672
Wm. J. Friend Trust 111,488 111,488
111,488 6,099
Wm. J. Friend 401K 2,538 2,538 2,538
▇▇▇▇▇ ▇▇▇▇▇▇ Trust 49,608 49,608
49,608 2,714
▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust 19,026 19,026
19,206 1,041
▇. ▇▇▇▇▇▇ Custodian
For ▇▇▇▇▇▇▇ ▇▇▇▇ 7,004 7,004 7,004
383
▇. ▇▇▇▇▇▇ Custodian
For ▇▇▇▇▇ ▇▇▇▇ 6,762 6,762 6,762
370
Resurgent Investors LP 29,160 29,160 29,160
1,595
▇.▇. ▇▇▇▇▇▇ Family Fd
For ▇.▇. ▇▇▇▇▇▇ 61,383 61,383
61,383 3,358
▇.▇. ▇▇▇▇▇▇ Family Fd
For S.C. Friend 61,383 61,383
61,383 3,358
King Harris Family Fd
For ▇▇▇▇ ▇▇▇▇▇▇ 186,552 186,552
186,552 10,205
▇▇▇▇ ▇▇▇▇ Family Fd
For C.H. Paul 52,214 52,214
52,214 2,856
Appendix A
Page 5 of 10
Pittway Corporation
Class A Stock
Share Ownership Information
Shares
Shares
Benefi-
Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared
Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to
Vote Contribution
▇▇▇▇ ▇▇▇▇ Family Fd
For ▇.▇. ▇▇▇▇ 52,214 52,214
52,214 2,856
▇▇▇▇ ▇▇▇▇ Family Fd
For ▇.▇. ▇▇▇▇ 52,214 52,214
52,214 2,856
▇▇▇▇ ▇▇▇▇ Family Fd
For ▇.▇. ▇▇▇▇ 52,214 52,214
52,214 2,856
Total Class A Stock 6,422,201 1,613,078 4,809,123 1,613,078
4,809,123 349,026
*Note: To the extent that any Stockholder shall utilize less than this full number
of reserved shares, the number of reserved shares for another Stockholder may be
increased. In no event, shall the
aggregate number of shares reserved by all Stockholders shares be increased.
Appendix A
Page 6 of 10
Pittway Corporation
Common Stock
Share Ownership Information
Shares
Shares
Benefi-
Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared
Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to
Vote Contribution
Bern, LP 303,992 303,992
303,992 5,748
St. Louis, LP 356,324 356,324
356,324 6,737
▇▇▇▇▇▇ ▇▇▇▇▇ Trust 36,396 36,396
36,396 688
▇▇▇▇▇▇ ▇▇▇▇▇ 41,192 41,192
41,192 779
▇▇▇▇▇ ▇▇▇▇▇▇ 6,276 6,276
6,276 119
▇▇▇▇ ▇▇▇▇▇▇ 6,608 6,608
6,608 125
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 6,008 6,008
6,008 113
▇▇▇▇▇▇ ▇▇▇▇▇▇ 4,536 4,536
4,536 86
▇▇▇▇ ▇▇▇▇▇▇ 926 926
926 ▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇▇▇▇▇ 24,000 24,000
24,000 ▇▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇▇▇▇ 24,000 24,000
24,000 ▇▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇▇▇▇▇▇▇ 24,000 24,000
24,000 ▇▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇▇▇▇▇▇ 24,000 24,000
24,000 ▇▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇▇▇▇ 24,000 24,000
24,000 ▇▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇▇▇▇ 300 300
300 6
▇.▇▇▇▇▇▇ Tr fbo ▇▇▇▇ ▇. 3,000 3,000
3,000 57
R.▇▇▇▇▇▇ ▇▇ Trust A 30,500 30,500
30,500 ▇▇▇
▇.▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ 30,500 30,500
30,500 577
R.▇▇▇▇▇▇ ▇▇ Trust C 30,500 30,500
30,500 557
▇▇▇▇▇ ▇▇▇▇▇ Trust 39,696 39,696
39,696 750
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ 82,902 82,902
82,902 1,567
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 80,452 80,452
80,452 1,521
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 79,256 79,256
79,256 1,498
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 80,528 80,528
80,528 1,522
Appendix A
Page 7 of 10
Pittway Corporation
Common Stock
Share Ownership Information
Shares
Shares
Benefi-
Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared
Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to
Vote Contribution
Wilikenia, LP 303,992 303,992
303,992 5,748
Tr u/w ▇▇▇▇▇▇▇ fbo
▇.▇. ▇▇▇▇▇▇▇ 3,648 3,648
3,648 69
Tr u/w ▇▇▇▇▇▇▇ fbo
▇.▇. ▇▇▇▇▇▇▇ 3,644 3,644
3,644 69
▇▇▇▇▇▇ ▇▇▇▇ ▇▇. 540 540
540 10
▇▇▇▇▇▇ Foundation 394,440 394,440
394,440 7,457
▇▇▇ ▇▇▇▇▇▇ Inv. Trust 1,854 1,854
1,854 ▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇.▇▇▇▇▇▇ 1,200 1,200
1,200 ▇▇
▇.▇▇▇▇▇▇ ▇▇ fbo ▇.▇▇▇▇▇▇ 1,200 1,200
1,200 23
▇.▇.▇▇▇▇▇▇ 1976 Trust
fbo ▇. ▇▇▇▇▇▇ 62,100 62,100
62,100 1,174
▇.▇.▇▇▇▇▇▇ 1976 Trust
fbo ▇. ▇▇▇▇▇▇ 62,100 62,100
62,100 1,174
▇.▇.▇▇▇▇▇▇ 1975 Trust
fbo ▇. ▇▇▇▇▇▇ 600 600
600 11
▇.▇.▇▇▇▇▇▇ 1975 Trust
fbo D. ▇▇▇▇▇▇ ▇▇▇▇▇▇ 600 600
600 11
▇▇▇ ▇▇▇▇▇▇▇ Grand-
Children Trust 2,615 2,615
2,615 49
2029, LP 267,967 267,967
267,967 5,066
▇▇▇▇▇▇▇▇ Family Trust 48,704 48,704 48
704 921
▇▇▇▇▇ Family Trust 48,704 48,704 48
704 921
Appendix A
Page 8 of 10
Pittway Corporation
Common Stock
Share Ownership Information
Shares
Shares
Benefi-
Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared
Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to
Vote Contribution
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust 415,980 415,980 415,980
7,856
King Harris Trust 216,444 216,444 216,444
4,092
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust 19,500 19,500 19,500
369
▇▇▇▇ ▇▇▇▇ Agency Trust 217,626 217,626
217,626 4,115
▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ Trust 207,458 207,458 207,458
3,923
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
For ▇▇▇▇ ▇▇▇▇▇▇ 14,618 14,618
14,618 276
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
For ▇▇▇▇▇▇▇ ▇▇▇▇ 3,055 3,055
3,055 58
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
For ▇▇▇▇▇ ▇▇▇▇ 3,055 3,055
3,055 58
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
For ▇▇▇▇ ▇▇▇▇ 3,054 3,054
3,054 58
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
For ▇▇▇▇▇▇ ▇▇▇▇ 3,054 3,054
3,054 58
▇.▇▇▇▇▇▇ Childrens Trust 50,100 50,100
50,100 947
▇▇▇▇ ▇▇▇▇ Children's
Trust for ▇. ▇▇▇▇ 8,672 8,672
8,672 164
▇▇▇▇ ▇▇▇▇ Children's
Trust for ▇. ▇▇▇▇ 8,672 8,672
8,672 164
Appendix A
Page 9 of 10
Pittway Corporation
Common Stock
Share Ownership Information
Shares
Shares
Benefi-
Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared
Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to
Vote Contribution
▇▇▇▇ ▇▇▇▇ Children'
Trust for A. Paul 8,672 8,672
8,672 164
▇▇▇▇ ▇▇▇▇ Children's
Trust for ▇. ▇▇▇▇ 8,672 8,672
8,672 164
▇▇▇ ▇▇▇▇▇▇ Trust 30,236 30,236 30,236
572
Wm. J. Friend Trust 40,164 40,164
40,164 759
▇▇▇▇▇ ▇▇▇▇▇▇ Trust 29,860 29,860
29,860 564
▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust 11,672 11,672
11,672 221
▇. ▇▇▇▇▇▇ Custodian
For ▇▇▇▇▇▇▇ ▇▇▇▇ 4,298 4,298 4,298
81
▇. ▇▇▇▇▇▇ Custodian
For ▇▇▇▇▇ ▇▇▇▇ 4,148 4,148 4,148
78
▇.▇. ▇▇▇▇▇▇ Family Fd
For Wm. J. Friend 34,788 34,788
34,788 658
▇.▇. ▇▇▇▇▇▇ Family Fd
For ▇.▇. ▇▇▇▇▇▇ 34,788 34,788
34,788 658
▇.▇. ▇▇▇▇▇▇ Family Fd
For S.C. Friend 34,788 34,788
34,788 ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ Family Fd
For ▇▇▇▇ ▇▇▇▇▇▇ 105,836 105,836
105,836 2,001
▇▇▇▇ ▇▇▇▇ Family Fd
For C.H. Paul 25,877 25,877
25,877 489
Appendix A
Page 10 of 10
Pittway Corporation
Common Stock
Share Ownership Information
Shares
Shares
Benefi-
Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared
Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to
Vote Contribution
▇▇▇▇ ▇▇▇▇ Family Fd
For ▇.▇. ▇▇▇▇ 25,877 25,877
25,877 489
▇▇▇▇ ▇▇▇▇ Family Fd
For ▇.▇. ▇▇▇▇ 25,877 25,877
25,877 489
▇▇▇▇ ▇▇▇▇ Family Fd
For ▇.▇. ▇▇▇▇ 25,877 25,877
25,877 489
Total Common Stock 4,166,518 898,064 3,268,454 894,064
3,268,454 78,776
*Note: To the extent that any Stockholder shall utilize less than this full number
of reserved shares, the number of reserved shares for another Stockholder may be
increased. In no event, shall the
aggregate number of shares reserved by all Stockholders shares be increased.
Appendix B
Address for Notice to Stockholders
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
Pittway Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Sidley & Austin
Bank One Plaza
▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇