This excerpt taken from the LUX 6-K filed Jun 25, 2007.
This VOTING AGREEMENT (the Agreement), dated as of this 20th day of June, 2007, is entered into by and among Luxottica Group S.p.A., a company organized under the laws of the Republic of Italy (Parent), Norma Acquisition Corp., a Washington corporation (together with its successors or assigns, Purchaser), and Jim Jannard (the Shareholder).
W I T N E S S E T H:
WHEREAS, Purchaser, Parent and Oakley, Inc., a Washington corporation (the Company), have entered into an Agreement and Plan of Merger of even date herewith (as the same may be amended from time to time, the Merger Agreement), pursuant to which Purchaser shall be merged (the Merger) with and into the Company, with the Company being the surviving corporation of the Merger, upon the terms and subject to the conditions set forth therein;
WHEREAS, as of the date hereof, the Shareholder is the record and Beneficial Owner of the number of shares of common stock, par value $0.01 per share, of the Company (the Company Common Stock) set forth on Schedule I attached hereto (the Shares); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent and Purchaser required that the Shareholder agree, and the Shareholder is willing to agree, to the matters set forth herein, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties hereto agree as follows:
1. Definitions. Capitalized terms not expressly defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement. For purposes of this Agreement:
(a) Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person; provided that the Company shall not be considered an Affiliate of the Shareholder.
(b) Beneficially Own or Beneficial Ownership with respect to any securities shall mean having voting power with respect to such securities (as determined pursuant to Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), including pursuant to any agreement, arrangement or understanding, whether or not in writing.