EXHIBIT 2.1 STOCKHOLDER AGREEMENT

(a)  Until this Agreement has been terminated in accordance with its terms, each Stockholder hereby agrees to vote or exercise its right to consent with respect to all Shares that Stockholder is entitled to vote at the time of any vote or action by written consent to approve and adopt the Merger Agreement, the Merger and all agreements related to the Merger and any actions related thereto at any meeting of the stockholders of the Company, and at any adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other actions, are submitted for the consideration and vote of the stockholders of the Company.

 

(b)  Stockholder hereby agrees that it will not vote any Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (iii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (iv) other matter relating to, or in connection with, any of the foregoing matters.

 

(c)  Notwithstanding the foregoing, nothing in this Agreement shall require any Stockholder to vote or otherwise consent to any amendment to the Merger Agreement or the taking of any action that could result in the amendment, modification or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount or changes the form of the Merger Consideration, (ii) imposes any material restrictions or additional conditions on the consummation of the Merger or the payment of the Merger Consideration to stockholders or (iii) extends the End Date.  Except as expressly set forth in this Section 1.01, Stockholders shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company.

 

Section 1.02.  Irrevocable Proxy.  Each Stockholder hereby revokes any and all previous proxies granted with respect to the Shares.  By entering into this Agreement, Stockholder hereby grants a proxy appointing Parent as the Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in the Stockholder’s name, to vote at any meeting of the stockholders of the Company (or deliver written consent) in favor of the actions set forth in Section 1.01(a) and against the actions set forth in Section 1.01(b) .  The proxy granted by each Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses.  The proxy granted by each Stockholder shall be revoked upon termination of this Agreement in accordance with its terms.

 

Section 1.03.  Other Capacities.  If any Stockholder is an officer or director of the Company, nothing in this Agreement shall be deemed to apply to, or to limit in any manner, the discretion of such Stockholder with respect to any action to be taken (or omitted) by such Stockholder in his or her capacity as an officer or director of the Company; provided that the obligations, covenants and agreements of such Stockholder contained in this Agreement are separate and apart from such Stockholder's capacity as an officer or director of the Company, and neither any fiduciary obligation that such Stockholder may have as a director or officer of the Company nor the occurrence of an Adverse Recommendation Change shall countermand the obligations, covenants and agreements of such Stockholder, solely in his or her capacity as a stockholder of the Company, contained in this Agreement.

(a)  Except pursuant to the terms of this Agreement, no Stockholder shall, without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, 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 acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement, except for Permitted Transfers.  Except with the prior written consent of Parent, no Stockholder shall seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding, except for Permitted Transfers, and agrees to notify Parent promptly, and to provide all details requested by Parent, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

 

(b)  For purposes of this Section 4.01, “Permitted Transfers” shall mean any acquisition or sale, assignment, transfer, encumbrance or other disposition of securities (i) for the net settlement of Stockholder’s Company Options or Company SARs (to pay the exercise price thereof and any tax withholding obligations), (ii) for the net settlement of Stockholder’s Company RSUs (including Performance RSUs) settled in shares of Company Stock (to pay any tax withholding obligations), (iii) for the exercise of Stockholder’s Company Options or Company SARs, to the extent such options would expire prior to the Effective Time, (iv) for the exercise of Stockholder’s Company Options or Company SARs, or the receipt upon settlement of Stockholder’s Company RSUs, and the sale of a sufficient number of such shares of Company Stock acquired upon exercise or settlement of such securities as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options or stock appreciation rights and the taxes payable by Stockholder as a result of such exercise or settlement, (v) made as a bona fide gift to a charitable entity (provided that the aggregate number of Shares assigned, transferred or otherwise disposed of by all Stockholders pursuant to this clause (v) shall not exceed 150,000), (vi) to any family member or trust for the benefit of any family member, (vii) to any stockholder, member or partner of any Stockholder which is an entity, (viii) to any Affiliate of Stockholder, or (ix) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar Applicable Law, so long as, in the case of the foregoing clauses (vi), (vii), (viii) and (ix), the assignee or transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a written consent and joinder memorializing such agreement.

 

Section 4.02.  Other Offers.  Subject to Section 1.03, each Stockholder (in his, her or its capacity as such) shall not and shall use its reasonable best efforts to cause (x) if Stockholder is not an individual, its subsidiaries and its and their officers, directors, employees or other agents not to or (y) if Stockholder is an individual, its agents and controlled affiliates not to, in either case, directly or indirectly, (i) take any action to solicit or initiate any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person that may be considering making, or has made, an Acquisition Proposal or has agreed to endorse an Acquisition Proposal.

 

Section 4.03.  Appraisal Rights.  Stockholder agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger.