EXHIBIT 99.1
VOTING AGREEMENT
VOTING AGREEMENT
(“ Agreement ”),
dated as of June 1, 2005, by and between The Stride Rite
Corporation, a Massachusetts corporation (the “ Buyer
”), and the undersigned stockholder (a “
Stockholder ”) of Saucony, Inc., a Massachusetts
corporation (the “ Company ”).
WHEREAS , the Buyer, OC, Inc., a Massachusetts
corporation and wholly owned subsidiary of the Buyer (“
Transitory Subsidiary ”), and the Company, have
entered into an Agreement and Plan of Merger, dated of even date
herewith (as such agreement may be subsequently amended or
modified, the “ Agreement and Plan of Merger ”),
providing for the merger of Transitory Subsidiary with and into the
Company (the “ Merger ”);
WHEREAS , the Stockholder beneficially owns and has sole
or shared voting power with respect to the number of shares of
common stock, par value $0.33 1/3, of the Company (the “
Shares ”), and holds stock options or other rights to
acquire the number of Shares indicated opposite the
Stockholder’s name on Schedule 1 attached
hereto;
WHEREAS , it is a condition to the execution of the
Agreement and Plan of Merger that the Stockholder execute and
deliver this Agreement on a date even herewith; and
WHEREAS , all capitalized terms used in this Agreement
without definition herein shall have the meanings ascribed to them
in the Agreement and Plan of Merger.
NOW, THEREFORE
, in consideration of, and as a
condition to, the Buyer entering into the Agreement and Plan of
Merger and proceeding with the transactions contemplated thereby,
and in consideration of the expenses incurred and to be incurred by
the Buyer in connection therewith, the Stockholder and the Buyer
agree as follows:
1. Agreement to Vote Shares .
The Stockholder agrees that, prior to the Expiration Date (as
defined below), at any meeting of the stockholders of the Company,
or in connection with any written consent of the stockholders of
the Company, with respect to the Merger, the Agreement and Plan of
Merger or any Acquisition Proposal or any adjournment thereof,
Stockholder shall:
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(a)
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appear at such
meeting or otherwise cause the Shares to be counted as present
thereat for purposes of calculating a quorum;
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(b)
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from and after
the date hereof until the Expiration Date, vote (or cause to be
voted), or deliver a written consent (or cause a consent to be
delivered) covering all of the Shares that such Stockholder shall
be entitled to so vote, whether such Shares are beneficially owned
by such Stockholder on the date of this Agreement or are
subsequently acquired, (i) in favor of adoption and approval of the
Agreement and Plan of Merger and the transactions contemplated
thereby, including the Merger; and (ii) against any Acquisition
Proposal, or any letter of intent, memorandum of understanding,
agreement in principle, acquisition agreement, merger agreement or
similar agreement providing for the consummation of a transaction
contemplated by any Acquisition Proposal.
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2. Expiration Date . As used
in this Agreement, the term “ Expiration Date ”
shall mean the earliest to occur of (i) the Effective Time; (ii)
such date as the Agreement and Plan of Merger is terminated
pursuant to Article VIII thereof; or (iii) upon mutual written
agreement of the parties to terminate this Agreement. Upon
termination or expiration of this Agreement, no party shall have
any further obligations or liabilities under this Agreement;
provided however, such termination or expiration shall not
relieve any party from liability for any willful breach of this
Agreement prior to termination hereof.
3. Agreement to Retain Shares
. From and after the date hereof until the conclusion of the
Company Meeting (taking into account any postponements or
adjournments thereof), the Stockholder shall not, except as
contemplated by this Agreement or the Agreement and Plan of Merger,
directly or indirectly, sell, transfer, assign, or otherwise
dispose of (including, without limitation, by the creation of a
Lien), or enter into any contract, option, commitment or other
arrangement or understanding with respect to the sale, transfer,
assignment or other disposition of, any Shares owned by the
Stockholder, whether such Shares are held by the Stockholder on the
date of this Agreement or are subsequently acquired prior to any
meeting of Stockholders prior to the Expiration Date, whether by
the exercise of any stock options to acquire Shares or otherwise.
Notwithstanding the foregoing, the Stockholder may make (a)
transfers by will, or by operation of law, in which case this
Agreement shall bind the transferee, (b) transfers in connection
with estate and charitable planning purposes, including transfers
to relatives, trusts and charitable organizations, subject to the
transferee agreeing in writing to be bound by the terms of, and
perform the obligations of the Stockholder under, this Agreement,
and (c) as the Buyer may otherwise agree in writing in its sole
discretion
4. Representations and Warranties
of Stockholder . The Stockholder hereby represents and warrants
to the Buyer as follows:
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(a)
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the Stockholder
has the power and the right to enter into and perform the terms of
this Agreement;
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(b)
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this Agreement
(assuming this Agreement constitutes a valid and binding agreement
of the Buyer) is a valid and binding agreement with respect to the
Stockholder, enforceable against the Stockholder in accordance with
its terms (except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and similar laws of general applicability relating to or
affecting creditors’ rights or by general equity
principles);
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(c)
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except as set
forth on Schedule 1 , the Stockholder beneficially owns the
number of Shares indicated opposite such Stockholder’s name
on Schedule 1 , free and clear of any liens, claims, charges
or other encumbrances or restrictions (“ Liens
”), and has sole or shared, and otherwise unrestricted,
voting power with respect to such Shares; and
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(d)
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the execution
and delivery of this Agreement by Stockholder does not, and the
performance by Stockholder of his or her obligations hereunder and
the consummation by Stockholder of the transactions contemplated
hereby will not, violate or conflict with, or constitute a default
under, any
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agreement, instrument, contract or
other obligation or any order, arbitration award, judgment or
decree to which Stockholder is a party or by which Stockholder is
bound, or any statute, rule or regulation to which Stockholder is
subject or, in the event that Stockholder is a corporation,
partnership, trust or other entity, any bylaw or other
organizational document of Stockholder. Except as expressly
contemplated hereby or as set forth on Schedule 1 hereto,
the Stockholder is not a party to any voting agreement or voting
trust relating to the Shares.
5. Irrevocable Proxy .
Subject to the last sentence of this Section 5, by execution of
this Agreement, Stockholder does hereby appoint the Buyer with full
power of substitution and resubstitution, as Stockholder’s
true and lawful attorney and irrevocable proxy, to the full extent
of the undersigned’s rights with respect to the Shares, to
vote, if the Stockholder is unable to perform his or her
obligations under this Agreement, each of such Shares solely with
respect to the matters set forth in Section 1 hereof. Stockholder
intends this proxy to be irrevocable and coupled with an interest
hereafter until the Expiration Date and hereby revokes any proxy
previously granted by Stockholder with respect to the Shares.
Notwithstanding anything contained herein to the contrary, this
irrevocable proxy shall automatically terminate upon the Expiration
Date of this Agreement.
6. No Solicitation . From and
after the date hereof until the Expiration Date, Stockholder, in
his or her capacity as a stockholder of the Company, shall not,
nor, to the extent applicable to Stockholder, shall he or she
permit any of his or her affiliates to, nor shall he or she
authorize any director, officer, employee, investment banker,
attorney, accountant or other advisor or representative of,
Stockholder or any of his or her affiliates to, (a) so