STOCKHOLDER AGREEMENT
THIS STOCKHOLDER AGREEMENT is made and entered into as of this 1st day of
June, 1998, among TYCO INTERNATIONAL LTD., a Bermuda company ("Parent"), T10
ACQUISITION CORP., a Delaware corporation and an indirect, wholly owned
subsidiary of Parent ("Purchaser"), and the other parties signatory hereto
(each, a "Stockholder").
WHEREAS each Stockholder desires that SIGMA CIRCUITS, INC., a Delaware
corporation (the "Company"), Parent and Purchaser enter into an Agreement and
Plan of Merger dated as of the date hereof (as the same may be amended or
supplemented, the "Merger Agreement") with respect to the merger of Purchaser
with and into the Company (the "Merger"); and
WHEREAS each Stockholder is executing this Agreement as an inducement to
Parent to enter into and execute, and to cause Purchaser to enter into and
execute, the Merger Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by Parent and
Purchaser of the Merger Agreement and the mutual covenants, conditions and
agreements contained herein and therein, the parties agree as follows:
SECTION 1. Representations and Warranties. Each Stockholder severally, and
not jointly, represents and warrants to Parent and Purchaser as follows:
(a) Such Stockholder (individually or together with such other Stockholders
as indicated on Schedule A hereto) is the record or beneficial owner of the
number of shares of Common Stock, par value $.001 per share, of the Company (the
"Company Common Stock") and options or rights to acquire shares of Company
Common Stock, set forth opposite such Stockholder's name in Schedule A hereto
(as may be adjusted from time to time pursuant to Section 5, such Stockholder's
"Securities"). Except for such Stockholder's Securities and any other securities
of the Company subject hereto, such Stockholder does not have dispositive or
voting power over any other securities of the Company.
(b) Such Stockholder's Securities and the certificates or agreements
representing such Securities are now and at all times during the term hereof
will be held by such Stockholder, or by a nominee or custodian for the benefit
of such Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder.
(c) Such Stockholder understands and acknowledges that Parent is entering
into, and causing Purchaser to enter into, the Merger Agreement in reliance upon
such Stockholder's execution and delivery of this Agreement. Such Stockholder
acknowledges that the irrevocable proxy set forth in Section 4 is granted in
consideration for the execution and delivery of the Merger Agreement by Parent
and Purchaser.
SECTION 2. Agreement to Tender. Each Stockholder hereby severally agrees
that it shall tender its all of its shares of Company Common Stock, whether now
held or acquired anytime prior to expiration or termination of the Offer, into
the Offer (as defined in the Merger Agreement) and that it shall not withdraw
any Securities so tendered unless the Offer (i) is terminated in accordance with
the terms of the Merger Agreement or (ii) expires without such Stockholder's
Securities being purchased
SECTION 3. Covenants. Each Stockholder severally, and not jointly, agrees
with, and covenants to, Parent and Purchaser as follows:
(a) Such Stockholder shall not, except as contemplated by the terms of this
Agreement, (i) transfer (the term "transfer" shall include, without limitation,
for the purposes of this Agreement, any sale, gift, pledge or other
disposition), or consent to any transfer of, any or all of such Stockholder's
Securities or any interest therein, (ii) enter into any contract, option or
other agreement or understanding with respect to any transfer of any or all of
such Securities or any interest therein, (iii) grant any proxy,
power-of-attorney or other authorization or consent in or with respect to such
Securities, (iv) deposit such Securities into a voting trust or enter into a
voting agreement or arrangement with respect to such Securities or (v) take any
other action that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated
hereby; provided, however, that nothing in this Agreement shall prohibit a
Stockholder from making charitable contributions of up to a total of 10% of the
number of shares of Company Common Stock set forth for such Stockholder on
Schedule A.
(b) Such Stockholder shall not, nor shall it permit any investment banker,
attorney or other adviser or representative of such Stockholder acting on its
behalf to, directly or indirectly, (i) solicit, initiate or encourage the
submission of, any Acquisition Proposal (as defined in the Merger Agreement) or
(ii) participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or may reasonably
be expected to lead to, any Acquisition Proposal, provided that the foregoing
restrictions shall not be applicable in any case to the extent that, pursuant to
the Merger Agreement, such restrictions would not be applicable to the Company.
SECTION 4. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) Each Stockholder hereby irrevocably (except in accordance with the
provisions of Section 8) grants to, and appoints, Parent or its assignee and
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and any other individual who shall hereafter be
designated by Parent or its assignee, such Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of such Stockholder, to vote all of such Stockholder's Securities that
are voting securities, or grant a consent or approval in respect of such
Securities, at any meeting of stockholders of the Company or at any adjournment
thereof or in any other circumstances upon which their vote, consent or other
approval is sought, against (i) any merger agreement or merger (other than the
Merger Agreement and the Merger), consolidation, combination, sale of
substantial assets, reorganization, joint venture, recapitalization,
dissolution, liquidation or winding up of or by the Company and (ii) any
amendment of the Company's Certificate of Incorporation or By-laws or other
proposal or transaction (including any consent solicitation to remove or elect
any directors of the Company) involving the Company or any of its subsidiaries
which amendment or other proposal or transaction would in any manner impede,
frustrate, prevent or nullify, or result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under or with respect to, the Offer, the Merger, the Merger Agreement or any of
the other transactions contemplated by the Merger Agreement (each of the
foregoing in clause (i) or (ii) above, a "Competing Transaction").
(b) Such Stockholder represents that any proxies heretofore given in respect
of such Stockholder's Securities are not irrevocable, and that any such proxies
are hereby revoked.
(c) Such Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 4 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of the Stockholder under this Agreement. Such Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest and may
under no circumstances be revoked (except in accordance with the provisions of
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Section 8). Such Stockholder hereby ratifies and confirms all that such
irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such
irrevocable proxy is executed and intended to be irrevocable in accordance with
the provisions of Section 212 of the Delaware General Corporation Law (the
"DGCL").
SECTION 5. Certain Events. Each Stockholder agrees that this Agreement and
the obligations hereunder shall attach to such Stockholder's Securities and
shall be binding upon any person or entity to which legal or beneficial
ownership of such Securities shall pass, whether by operation of law or
otherwise, including without limitation such Stockholder's heirs, guardians,
administrators or successors. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the Company Common Stock, or the acquisition
of additional shares of Company Common Stock or other securities or rights of
the Company by any Stockholder, the number of Securities listed on Schedule A
beside the name of such Stockholder shall be adjusted appropriately and this
Agreement and the obligations hereunder shall attach to any additional shares of
Company Common Stock or other securities or rights of the Company issued to or
acquired by such Stockholder.
SECTION 6. Stop Transfer. The Company agrees with, and covenants to, Parent
that the Company shall not register the transfer of any certificate or agreement
representing any Stockholder's Securities, unless such transfer is made to
Parent or Purchaser or otherwise in compliance with this Agreement. Each
Stockholder acknowledges that its Securities will be placed by the Company on
the "stop-transfer list" maintained by the Company's transfer agent until this
Agreement is terminated pursuant to its terms.
SECTION 7. Further Assurances. Each Stockholder shall, upon request of
Parent or Purchaser execute and deliver any additional documents and take such
further actions as may reasonably be deemed by Parent or Purchaser to be
necessary or desirable to carry out the provisions hereof and to vest the power
to vote such Stockholder's Securities that are voting securities as contemplated
by Section 4 in Parent and the other irrevocable proxies described therein.
SECTION 8. Termination. This Agreement, and all rights and obligations of
the parties hereunder and the proxy provided in Section 4, shall terminate upon
the earlier of (a) the date upon which the Merger Agreement is terminated in
accordance with its terms, (b) with respect to each Stockholder, the date that
Parent or Purchaser shall have purchased and paid for the Company Common Stock
Securities of each Stockholder pursuant to Section 2 or (c) upon termination or
expiration of the Offer.
SECTION 9. Miscellaneous.
(a) Capitalized terms used and not otherwise defined in this Agreement shall
have the respective meanings assigned to such terms in the Merger Agreement.
(b) 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 courier (providing proof of delivery) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice): (i) if to Parent or Purchaser, to the
addresses set forth in Section 9.2 of the Merger Agreement; and (ii) if to a
Stockholder, to the address set forth on Schedule A hereto, or such other
address as may be specified in writing by such Stockholder.
(c) The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
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(d) This Agreement may be executed in two or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective (even
without the signature of any other Stockholder) as to any Stockholder when one
or more counterparts have been signed by each of Parent, Purchaser and such
Stockholder and delivered to Parent, Purchaser and such Stockholder.
(e) This Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof.
(f) This Agreement shall be governed by, and construed in accordance with,
the laws of the state of New York and, to the extent expressly provided herein,
the DGCL, regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof.
(g) Neither this Agreement nor any of the rights, interests or obligations
under this Agreement shall be assigned, in whole or in part, by operation of law
or otherwise, by any of the parties without the prior written consent of the
other parties, except (i) by laws of descent and (ii) Parent may assign, in its
sole discretion, any and all of its rights, interests or obligations under this
Agreement to any entity controlling, controlled by or under common control with
Parent. Any assignment in violation of the foregoing shall be void.
(h) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any event, be held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions herein and the application
thereof to any other circumstances, shall remain in full force and effect, shall
not in any way be affected, impaired or invalidated, and shall be enforced to
the fullest extent permitted by law.
(i) Each Stockholder agrees that irreparable damage would occur and that
Parent and Purchaser would not have any adequate remedy at law in the event that
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that
Parent and Purchaser shall be entitled to an injunction or injunctions to
prevent breaches by any Stockholder of this Agreement and to enforce
specifically the terms and provisions of this Agreement. Each of the parties
hereto (i) consents to submit such party to the personal jurisdiction of any
Federal court located in the State of New York in the event any dispute arises
out of this Agreement or any of the transactions contemplated hereby, (ii)
agrees that such party will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, (iii)
agrees that such party will not bring any action relating to this Agreement or
any of the transactions contemplated hereby in any court other than a Federal
court located in the State of New York. The prevailing party in any judicial
action shall be entitled to receive from the other party reimbursement for the
prevailing party's reasonable attorneys' fees and disbursements, and court
costs.
(j) No amendment, modification or waiver in respect of this Agreement shall
be effective against any party unless it shall be in writing and signed by such
party.
[The Remainder of this Page is Blank]
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IN WITNESS WHEREOF, Parent, Purchaser and the Stockholders have caused this
Agreement to be duly executed and delivered as of the date first written above.
TYCO INTERNATIONAL LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
T10 ACQUISITION CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED
TO AS TO SECTION 6:
SIGMA CIRCUITS, INC.
By: /s/ B. ▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: B. ▇▇▇▇▇ ▇▇▇▇▇
Title: President and Chief
Executive Officer
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Schedule A
Number of Shares of Number of
Common Stock Options or other
Name, Address and Signature of Stockholder Owned Rights Owned
------------------------------------------ ----- ------------
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ 378,786 413,000
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------
B. ▇▇▇▇▇ ▇▇▇▇▇ 355,814
c/o Sigma Circuits, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 49,360 152,951
c/o Sigma Circuits, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 30,000 20,454
c/o Sigma Circuits, Inc.
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