EX-10.1 STOCK TENDER AGREEMENT



 




STOCK TENDER AGREEMENT


     
STOCK TENDER AGREEMENT (this
“Agreement”), dated as of August 2, 2003, by and
among Ascential Software Corporation, a Delaware corporation
(“Parent”), Greek Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Parent
(“Sub”), and each of Ernest E. Keet, Roy C. King,
Constance F. Galley, James P. Schadt, Dennis G. Sisco, Mark C.
Stevens, Michael E. Lehman, Kenneth J. Hall, David S. Linthicum,
Mark W. Register, Thracy P.Varvoglis, Jill M. Donohoe, Michael
J. Collins, David L. Goret, Ronald R. Smith and Greg
O’Brien (each a “Stockholder and collectively, the
“Stockholders”). Capitalized terms used but not
otherwise defined herein have the respective meanings set forth
in Section 1.



     
WHEREAS, each Stockholder Beneficially Owns
(without regard to any Shares issuable upon exercise of options
to purchase Shares which are deemed Beneficially Owned by such
Stockholder) that number of shares of the common stock, par
value $.01 per share, of Mercator Software, Inc., a Delaware
corporation (the “Company”) (such shares, together
with any associated preferred stock or other rights issued
pursuant to the Rights Agreement, dated as of September 2,
1998, by and between the Company and The Bank of New York, as
Rights Agent, as amended by the Amendment to Rights Agreement,
dated as of January 8, 2003 and the Second Amendment to the
Rights Agreement dated as of August 2, 2003, by and between
the Company and the Bank of New York, as Rights Agent, are
hereinafter referred to as “Shares”), set forth
opposite such Stockholder’s name on column (1) of
Appendix A hereto (such Shares, together with any Shares
acquired or otherwise Beneficially Owned by the Stockholders
after the date hereof and prior to the consummation or
termination of the Offer (as hereinafter defined), upon exercise
of options or otherwise, being referred to herein as the
“Individual Shares”); and



     
WHEREAS, simultaneously with the execution of
this Agreement, Parent, Sub and the Company are entering into an
Agreement and Plan of Merger (as amended from time to time, the
“Merger Agreement”) pursuant to which, among other
things, Sub is agreeing to make a cash tender offer (as such
tender offer may hereafter be amended from time to time, the
“Offer”) to purchase all of the issued and outstanding
Shares; and



     
WHEREAS, as an inducement and a condition to
their willingness to enter into the Merger Agreement and incur
the obligations set forth therein, the Stockholders have agreed
to enter into this Agreement.



     
NOW, THEREFORE, in consideration of the foregoing
and the mutual promises, representations, warranties, covenants
and agreements set forth herein and in the Merger Agreement, and
intending to be legally bound hereby, the parties hereto agree
as follows:




		
	 	     
    1.     Certain
    Definitions. For purposes of this Agreement, except as
    otherwise expressly provided or unless the context clearly
    requires otherwise:
    





		
	 	     
    “Beneficially Own” or “Beneficial
    Ownership” shall mean, with respect to any securities,
    having “beneficial ownership” of such securities, as
    determined pursuant to Rule 13d-3 under the Securities
    Exchange Act of 1934, as amended, including pursuant to any
    agreement, arrangement or understanding, whether or not in
    writing.
    
	 
	 	     
    “Encumbrances” shall mean, with respect
    to any securities, liens, claims, security interests, proxies,
    voting trusts or agreements, options, rights, understandings or
    arrangements or any other encumbrances whatsoever on title,
    transfer, or exercise of any rights of a holder of such
    securities.
    
	 
	 	     
    “Option Expiration Date” shall mean the
    date the Merger Agreement terminates in accordance with
    Article VII thereof.
    
	 
	 	     
    “Person” shall mean any individual,
    corporation, partnership, joint venture, association, trust,
    limited liability company, business trust, joint stock company,
    unincorporated organization or other entity.
    




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    “Transfer” shall mean, with respect to
    any securities, the sale, transfer, pledge, hypothecation,
    encumbrance, assignment or disposition of such securities or the
    Beneficial Ownership thereof, the offer to make such a sale,
    transfer or other disposition, and the entering into of any
    option, agreement, arrangement or understanding, whether or not
    in writing, to effect any of the foregoing. As a verb,
    “Transfer” shall have a correlative meaning.
    





		
	 	     
    2.     Restrictions.
    
	 
	 	     
    (a) Until the termination of this Agreement
    in accordance with its terms, each Stockholder agrees that such
    Stockholder shall not directly or indirectly, (i) except as
    otherwise provided in this Agreement, Transfer any of such
    Stockholder’s Individual Shares to any Person, grant any
    proxies or powers of attorney or enter into a voting agreement,
    understanding or arrangement with respect to such
    Stockholder’s Individual Shares, or (ii) take any
    action that would (A) make any representation or warranty
    of the Stockholder contained herein untrue or incorrect or
    (B) result in a breach by such Stockholder of any of its
    obligations under this Agreement.
    
	 
	 	     
    (b) Legend. Each Stockholder
    severally agrees to surrender to the Company, or to the transfer
    agent for the Company, certificates or other instruments
    evidencing Shares held by such Stockholder, and shall cause the
    Company or the transfer agent for the Company to place the
    following legend on any and all certificates or other
    instruments evidencing such Stockholder’s Individual Shares:
    





		
	 	     
    THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO
    CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN STOCK
    TENDER AGREEMENT, DATED AS OF AUGUST 2, 2003, BY AND AMONG
    ASCENTIAL SOFTWARE CORPORATION AND THE OTHER PARTIES NAMED
    THEREIN. ANY TRANSFER OF SUCH SECURITIES IN VIOLATION OF THE
    TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID
    AND OF NO EFFECT WHATSOEVER.
    





		
	 	     
    3.     Tender of
    Shares. Each Stockholder hereby agrees to validly tender or
    cause to be validly tendered, pursuant to and in accordance with
    the terms of the Offer, promptly after Sub commences the Offer
    (but in no event later than five business days after the date of
    such commencement or, with respect to Shares acquired by such
    Stockholder after the date of this Agreement upon exercise of
    options or otherwise, no later than two business days after the
    date of such acquisition), all of such Stockholder’s
    Individual Shares and to not withdraw such Individual Shares
    unless the Merger Agreement shall be validly terminated in
    accordance with Article VII thereof.
    
	 
	 	     
    4.     No
    Solicitation of Competing Transaction. Prior to the
    termination of the Merger Agreement, each Stockholder agrees not
    to (and shall use its reasonable best efforts to cause its
    respective representatives and agents not to), directly or
    indirectly, (a) solicit, initiate or encourage the
    submission of any Alternative Proposal (as defined in the Merger
    Agreement), (b) withdraw or modify, or propose to withdraw
    or modify, in a manner adverse to Parent or Sub, the approval or
    recommendation by the board of directors of the Company, or any
    such committee thereof, of the Merger Agreement, the Offer or
    the Merger, (c) approve any letter of intent, agreement in
    principle, acquisition agreement or similar agreement relating
    to any Alternative Proposal or (d) approve or recommend, or
    propose to approve or recommend, any Alternative Proposal;
    provided, however, that the provisions of this Section 4
    shall not restrict such Stockholder in his or her capacity as a
    director or executive officer of the Company from taking actions
    by or on behalf of the Company that are permitted to be taken by
    or on behalf of the Company in accordance with the provisions of
    Section 5.5 of the Merger Agreement.
    
	 
	 	     
    5.     Voting of
    Shares; Proxy.
    
	 
	 	     
    (a) Prior to the termination of the Merger
    Agreement, at any meeting (whether annual or special) or
    adjournment or postponement thereof) of the Company’s
    stockholders, however called, or in connection with any written
    consent of the Company’s stockholders, each Stockholder,
    solely in his or her capacity as a Stockholder of the Company,
    shall vote (or cause to be voted) all of such
    




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    Stockholder’s Individual Shares that are
    outstanding: (i) in favor of approval and adoption of the
    Merger Agreement and this Agreement and in favor of the Merger
    and each of the other actions contemplated by the Merger
    Agreement and this Agreement and any actions required in
    furtherance thereof and hereof, (ii) against any action or
    agreement that would (A) result in a breach of any
    covenant, representation or warranty or any other obligation or
    agreement of the Company under the Merger Agreement or the
    Stockholders under this Agreement or (B) impede, interfere
    with, delay, postpone, or adversely affect the Offer, the Merger
    or any other transaction contemplated by the Merger Agreement or
    this Agreement and (iii) except as otherwise agreed to in
    writing in advance by Parent, against the following actions
    (other than the Offer, the Merger and any other transaction
    contemplated by the Merger Agreement and this Agreement):
    (A) any extraordinary corporate transaction, such as a
    merger, consolidation or other business combination involving
    the Company or any of its Subsidiaries (as defined in the Merger
    Agreement), including any transaction contemplated by an
    Alternative Proposal, (B) any sale, lease or transfer of a
    material amount of the assets or business of the Company or its
    Subsidiaries, or any reorganization, restructuring,
    recapitalization, special dividend, dissolution, liquidation or
    winding up of the Company or its Subsidiaries, (C) any
    material change in the present capitalization of the Company or
    any of its Subsidiaries or any amendment of the Certificate of
    Incorporation or the By-Laws of the Company, (D) any other
    material change in the Company’s corporate structure or
    business and (E) any other action that is intended or could
    reasonably be likely to impede, interfere with, delay, postpone,
    discourage or materially adversely affect the Offer, the Merger,
    any other transaction contemplated by the Merger Agreement or
    this Agreement or the contemplated economic benefits of any of
    the foregoing. Each Stockholder agrees that such Stockholder
    will not enter into any agreement, arrangement or understanding
    with any Person the effect of which would be inconsistent or
    violative of the provisions and agreements contained in this
    Section 5.
    
	 
	 	     
    (b) IRREVOCABLE PROXY. EACH
    STOCKHOLDER HEREBY APPOINTS PETER FIORE, SCOTT SEMEL AND ROBERT
    MCBRIDE IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF SUB, AND
    ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF
    SUB, AND ANY OTHER DESIGNEE OF SUB, AND EACH OF THEM
    INDIVIDUALLY, SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE
    TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH
    FULL POWER OF SUBSTITUTION) TO VOTE THE INDIVIDUAL SHARES OF
    SUCH STOCKHOLDER AS INDICATED IN SECTION 5(a) ABOVE. EACH
    STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE
    TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND
    HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER
    WITH RESPECT TO THE SHARES OF SUCH STOCKHOLDER. IF FOR ANY
    REASON THE PROXY GRANTED HEREIN IS NOT IRREVOCABLE, THEN EACH
    STOCKHOLDER AGREES TO VOTE SUCH STOCKHOLDER’S INDIVIDUAL
    SHARES IN ACCORDANCE WITH SECTION 5(a) ABOVE AS INSTRUCTED
    BY SUB IN WRITING.
    
	 
	 	     
    6.     Waiver of
    Appraisal or Dissenting Rights. Each Stockholder hereby
    waives any rights of appraisal or rights to dissent from the
    Merger under the Delaware General Corporation Law.
    
	 
	 	     
    7.     Waiver of
    Claims. Each Stockholder hereby waives and relinquishes any
    claims, actions, recourse or other rights of any nature which
    the Stockholder may have against the Company, Parent or Sub
    which arises out of or relates to such Stockholder’s
    ownership of the Individual Shares, his or her status as a
    stockholder of the Company, the conduct of the business of the
    Company or the authorization, execution and delivery of the
    Merger Agreement or this Agreement or the consummation of the
    transactions contemplated thereby or hereby, including the Offer
    and the Merger; provided, however, that the provisions of this
    Section 7 shall not extend to the obligations of Parent and
    Sub pursuant to this Agreement or the Merger Agreement.
    




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    8.     Option.
    
	 
	 	     
    (a) Each Stockholder hereby irrevocably
    grants Parent an option (the “Option”), exercisable
    only upon the events and subject to the conditions set forth
    herein, to purchase any or all of such Stockholder’s
    Individual Shares at a purchase price per share equal to $3.00
    (or such higher per share price as may be offered by Sub in the
    Offer).
    
	 
	 	     
    (b) Subject to the conditions to the Offer
    and Sub’s obligation to purchase tendered Shares, each as
    set forth in the Merger Agreement, and the termination
    provisions of Section 12 hereof, Parent may exercise the
    Option in whole or in part at any time prior to the Option
    Expiration Date if the Stockholder fails to comply with any of
    its obligations under this Agreement, or the Stockholder
    withdraws the tender of the Individual Shares (but the Option
    shall not limit any other right or remedy available to Parent or
    Sub against such Stockholder for breach of this Agreement).
    
	 
	 	     
    Upon the occurrence of any of such circumstances,
    Parent shall be entitled to exercise the Option and purchase
    such Stockholder’s Individual Shares, and the Stockholder
    shall sell such Individual Shares to Parent. Parent shall
    exercise the Option by delivering written notice of such
    exercise to the Stockholder (the “Notice”), specifying
    the number of Individual Shares to be purchased and the date,
    time and place for the closing of such purchase, which date
    shall not be less than three business days nor more than five
    business days from the date the Stockholder received the Notice
    and in no event shall such date be later than the Option
    Expiration Date. The closing of the purchase of Individual
    Shares pursuant to this Section 8(b) (the
    “Closing”) shall take place on the date, at the time
    and at the place specified in such Notice; provided, that if at
    such date any of the Tender Offer Conditions and Sub’s
    obligation to purchase tendered Shares shall not have been
    satisfied (or waived), Parent may postpone the Closing until a
    date within five business days after such conditions are
    satisfied or waived (but not later than the Option Expiration
    Date). Upon the request of Parent, each Stockholder shall
    promptly take, or cause to be taken, all action required to
    effect all necessary filings by such Stockholder under
    applicable law and shall cooperate with Parent with respect to
    the filing obligations of Parent and Sub, in each case as may be
    required in connection with the Closing.
    
	 
	 	     
    (c) At the Closing, each Stockholder will
    deliver to Parent (i) a certificate, dated the date of the
    Closing, certifying that the representations and warranties of
    such Stockholder in Section 10 are true and correct as of
    the date of the Closing and (ii) in accordance with
    Parent’s instructions, the certificates representing the
    Individual Shares and being purchased pursuant to
    Section 8(a), duly endorsed or accompanied by stock powers
    duly executed in blank. At such Closing, Parent shall deliver to
    each Stockholder, by bank wire transfer of immediately available
    funds, an amount equal to the number of such Stockholder’s
    Individual Shares being purchased as specified in the Notice
    multiplied by $3.00 (or such higher per share price as may be
    offered by Sub in the Offer).
    
	 
	 	     
    9.     No
    Purchase. Parent and Sub may allow the Offer to expire
    without accepting for payment or paying for any Individual
    Shares, on the terms and conditions set forth in the Offer to
    Purchase (as defined in the Merger Agreement), and may allow the
    Option to expire without exercising the Option and purchasing
    all or any Individual Shares pursuant to such exercise. If all
    Individual Shares validly tendered and not withdrawn are not
    accepted for payment and paid for in accordance with the terms
    of the Offer to Purchase or pursuant to the exercise of the
    Option, they shall be returned to the Stockholders, whereupon
    they shall continue to be held by the Stockholders subject to
    the terms and conditions of this Agreement.
    
	 
	 	     
    10.     Representations
    and Warranties of the Stockholders. Each Stockholder
    represents and warrants to Parent and Sub as follows:
    





		
	 	     
    (a) Except as noted in Appendix A, such
    Stockholder is the record holder of the Individual Shares set
    forth in column (1) of Appendix A and Beneficially
    Owns such Individual Shares, free and clear of any claims and
    Encumbrances, other than Encumbrances pursuant to this
    Agreement, and the transfer of such Stockholder’s
    Individual Shares hereunder will effectively
    




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    vest in Sub valid and marketable title to such
    Shareholder’s Individual Shares pursuant to and as
    contemplated by this Agreement free and clear of any
    Encumbrances, other than Encumbrances pursuant to this Agreement.
    
	 
	 	     
    (b) This Agreement has been duly executed
    and delivered by such Stockholder and constitutes a valid and
    binding obligation of such Stockholder enforceable in accordance
    with its terms, except as such enforceability may be limited by
    bankruptcy, insolvency, fraudulent transfer, reorganization,
    moratorium and other similar laws of general applicability
    relating to or affecting creditors’ rights, and to general
    equity principles.
    
	 
	 	     
    (c) This Agreement covers all of such
    Stockholder’s Individual Shares except for options to
    purchase Shares which were granted by the Company to the
    Stockholder (provided, however, that any Shares acquired by such
    Stockholder upon exercise of any such options after the date
    hereof and prior to the termination of the Merger Agreement in
    accordance with Article VII thereof are covered by this
    Agreement). As of the date hereof, such Stockholder Beneficially
    Owns the number of Shares set forth on column (1) and
    options to purchase Shares set forth on column (2),
    respectively, of Appendix A.
    
	 
	 	     
    (d) This Agreement and the execution and
    delivery hereof by such Stockholder does not, and consummation
    of the transactions contemplated hereby will not,
    (i) result in a violation of or breach of, or constitute
    (with or without due notice or lapse of time or both) a default
    (or give rise to any right of termination, cancellation or
    acceleration) under, any of the terms, conditions or provisions
    of any note, bond, mortgage, indenture, license, agreement or
    other instruments or obligations to which such Stockholder is a
    party or by which any of its property or assets may be bound or
    (ii) violate any order, writ, injunction, decree, statute,
    rule or regulation applicable to such Stockholder or any of its
    properties or assets.
    





		
	 	     
    11.     Representations
    and Warranties of Parent and Sub. Parent and Sub hereby
    represent and warrant to each Stockholder as follows:
    





		
	 	     
    (a) Each of Parent and Sub is a corporation
    duly incorporated, validly existing and in good standing under
    the laws of the State of Delaware.
    
	 
	 	     
    (b) The execution, delivery and performance
    by Parent and Sub of this Agreement and the consummation by
    Parent and Sub of the transactions contemplated hereby are
    within Parent and Sub’s corporate powers and have been duly
    authorized by all necessary corporate action. Assuming due
    authorization, execution and delivery of this Agreement by the
    Stockholders, this Agreement constitutes a valid and binding
    agreement of Parent and Sub enforceable against Parent and Sub
    in accordance with its terms, except as such enforceability may
    be limited by bankruptcy, insolvency, fraudulent transfer,
    reorganization, moratorium and similar laws of general
    applicability relating to or affecting creditors’ rights,
    and to general equity principles.
    





		
	 	     
    12.     Termination.
    This Agreement shall terminate on the earlier of (i) the
    Effective Time, (ii) the purchase by Sub of the Individual
    Shares pursuant to the Offer or (iii) the Option Expiration
    Date. The provisions of Sections 7, 10 and 11 hereof shall
    survive the termination of this Agreement.
    
	 
	 	     
    13.     Further
    Assurances. Each Stockholder shall, upon request of Parent
    or Sub, and at Parent’s sole cost and expense execute and
    deliver any additional documents and take such further actions
    as may reasonably be deemed by Parent or Sub to be necessary or
    desirable to carry out the provisions hereof, including without
    limitation, to effectuate the intent of the proxy granted
    pursuant to Section 5(b).
    
	 
	 	     
    14.     Specific
    Performance. The parties hereto acknowledge and agree that
    if any Stockholder fails to perform his or her obligations under
    or otherwise breaches this Agreement, Parent and Sub would not
    have an adequate remedy at law and would be irreparably harmed
    and that the damages therefor would be difficult to determine.
    It is accordingly agreed that Parent and Sub shall be entitled
    to injunctive relief to prevent breaches of this Agreement by
    any Stockholder and to specifically
    




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    enforce the terms and provisions hereof, this
    being in addition to any other remedy to which they are entitled
    at law or in equity.
    
	 
	 	     
    15.     Notices.
    Any notice, request , instruction or other document to be given
    hereunder by any party to another party shall be in writing and
    shall be deemed given when delivered personally, upon receipt of
    a transmission confirmation (with a confirming copy sent by
    overnight courier) if sent by facsimile or like transmission,
    and on the next business day when sent by Federal Express,
    United Parcel Service, Express Mail, or other reputable
    overnight courier, to the party at the following addresses (or
    such other addresses for a party as shall be specified by like
    notice):
    





			
	 	(a) 	
    If to Parent or Sub, to:
    





Ascential Software Corporation





50 Washington St.





Westborough, MA 01581





Attention: General Counsel





Facsimile: (508) 389-8711




           
   with a copy to:




			
	 		
    Skadden, Arps, Slate, Meagher & Flom LLP
    





One Beacon Street





Boston, Massachusetts 02108





Attention: Louis A. Goodman, Esq.





Telephone No: (617) 573-4800





Facsimile No: (617) 573-4822




          
(b) If to the Stockholders, to the
respective addresses set forth on Schedule A hereto.




		
	 	     
    16.     Binding
    Effect; Benefit; Assignment.
    
	 
	 	     
    (a) This Agreement shall inure to the
    benefit of and be binding upon the parties hereto and nothing in
    this Agreement, expressed or implied, is intended to confer on
    any Person other than the parties hereto or their respective
    successors and permitted assigns, any rights, remedies,
    obligations or liabilities under or by reason of this Agreement.
    
	 
	 	     
    (b) Neither this Agreement nor any of the
    rights, interests or obligations hereunder shall be assigned by
    any of the parties hereto without the prior written consent of
    the other parties.
    
	 
	 	     
    17.     Amendments.
    This Agreement may not be modified, amended altered or
    supplemented except upon the execution and delivery of a written
    agreement executed by the parties hereto.
    
	 
	 	     
    18.     Governing
    Law; Venue. This Agreement and the legal relations between
    the parties hereto shall be governed by and construed in
    accordance with the laws of the State of Delaware, without
    regard to principles of conflicts of law that would require
    application of any other law. Each of the parties hereto
    (a) consents to submit itself to the personal jurisdiction
    of any federal court located in the State of Delaware or any
    Delaware state court in the event any dispute arises out of this
    Agreement, (b) agrees that it shall not attempt to deny or
    defeat such personal jurisdiction by motion or other request for
    leave from any such court and (c) agrees that it shall not
    bring any action relating to this Agreement in any court other
    than a federal or state court sitting in the State of Delaware.
    
	 
	 	     
    19.     Counterparts.
    This Agreement may be executed in two or more counterparts, each
    of which shall be deemed an original but all of which together
    shall constitute one and the same agreement.
    
	 
	 	     
    20.     Headings.
    The descriptive headings of the several Articles and Sections of
    this Agreement are inserted for convenience only, do not
    constitute a part of this Agreement and shall not affect in any
    way the meaning or interpretation of this Agreement.
    




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    21.     Entire
    Agreement. This Agreement constitutes the entire agreement
    among the parties hereto and supercedes all prior agreements and
    understandings, oral or written, among the parties hereto with
    respect to the subject matter hereof and supercedes all prior
    agreements and understandings, oral and written, with respect
    thereto.
    





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IN WITNESS WHEREOF, this Agreement has been duly
executed and delivered by the parties hereto on the date first
above written.




		
	 	
    ASCENTIAL SOFTWARE CORPORATION
    





			
	 	By: 	
    /s/ PETER GYENES
    



		
	 	
    

	 	
    Name: Peter Gyenes
    
	 	
    Title: Chairman and Chief Executive Officer
    
	 
	 	
    GREEK ACQUISITION CORPORATION
    





			
	 	By: 	
    /s/ PETER FIORE
    



		
	 	
    

	 	
    Name: Peter Fiore
    
	 	
    Title: President
    
	 
	 	
    STOCKHOLDERS:
    
	 
	 	
    /s/ ERNEST E. KEET
    
	 	
    

	 	
    Ernest E. Keet
    
	 
	 	
    /s/ ROY C. KING
    
	 	
    

	 	
    Roy C. King
    
	 
	 	
    /s/ CONSTANCE F. GALLEY
    
	 	
    

	 	
    Constance F. Galley
    
	 
	 	
    /s/ JAMES P. SCHADT
    
	 	
    

	 	
    James P. Schadt
    
	 
	 	
    /s/ DENNIS G. SISCO
    
	 	
    

	 	
    Dennis G. Sisco
    
	 
	 	
    /s/ MARK C. STEVENS
    
	 	
    

	 	
    Mark C. Stevens
    







		
	 	
    

	 	
    Michael E. Lehman
    




8







 




		
	 	
    /s/ KENNETH J. HALL
    
	 	
    

	 	
    Kenneth J. Hall
    
	 
	 	
    /s/ DAVID S. LINTHICUM
    
	 	
    

	 	
    David S. Linthicum
    
	 
	 	
    /s/ MARK W. REGISTER
    
	 	
    

	 	
    Mark W. Register
    
	 
	 	
    /s/ THRACY P. VARVOGLIS
    
	 	
    

	 	
    Thracy P. Varvoglis
    
	 
	 	
    /s/ JILL M. DONOHOE
    
	 	
    

	 	
    Jill M. Donohoe
    
	 
	 	
    /s/ MICHAEL J. COLLINS
    
	 	
    

	 	
    Michael J. Collins
    
	 
	 	
    /s/ DAVID L. GORET
    
	 	
    

	 	
    David L. Goret
    
	 
	 	
    /s/ RONALD R. SMITH
    
	 	
    

	 	
    Ronald R. Smith
    
	 
	 	
    /s/ GREG O’BRIEN
    
	 	
    

	 	
    Greg O’Brien
    




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APPENDIX A



SHARES OWNED BY THE STOCKHOLDERS




	 	 	 	 	 	 	 	 	 
			Column (1)		Column (2)
			
		

			Number of Shares of		Number of Options to
			Common Stock		Purchase Common
	Name		Beneficially Owned		Share(a)
	
		
		

	
    
    Ernest E. Keet
    

    	 	 	1,318,867	(b)	 	 	98,000	 
	
    
    Roy C. King
    

    	 	 	88,027	 	 	 	978,124	 
	
    
    Constance F. Galley
    

    	 	 	523,804	(c)	 	 	432,500	 
	
    
    James P. Schadt
    

    	 	 	54,957	(d)	 	 	543,500	 
	
    
    Dennis G. Sisco
    

    	 	 	15,000	 	 	 	95,000	 
	
    
    Mark C. Stevens
    

    	 	 	500	(e)	 	 	61,750	 
	
    
    Michael E. Lehman
    

    	 	 	20,000	 	 	 	17,500	 
	
    
    Kenneth J. Hall
    

    	 	 	31,922	 	 	 	421,126	 
	
    
    David S. Linthicum
    

    	 	 	14,227	 	 	 	357,803	 
	
    
    Mark W. Register
    

    	 	 	15,093	 	 	 	247,185	 
	
    
    Thracy P. Varvoglis
    

    	 	 	10,000	 	 	 	70,699	 
	
    
    Jill M. Donohoe
    

    	 	 	—	 	 	 	222,649	 
	
    
    Michael J. Collins
    

    	 	 	—	 	 	 	56,284	 
	
    
    David L. Goret
    

    	 	 	—	 	 	 	54,530	 
	
    
    Ronald R. Smith
    

    	 	 	4,016	 	 	 	95,624	 
	
    
    Greg O’Brien
    

    	 	 	11,293	 	 	 	50,154	 










		
	(a) 	
    Includes Shares issuable upon exercise of options
    that may be exercised within 60 days of August 1, 2003.
    
	 
	(b) 	
    Consists of 284,884 Shares held of record by the
    Ernest E. & Nancy R. Keet Foundation, 413,761 Shares
    held of record by the Ernest E. Keet Grantor Retained Annuity
    Trust, 499,136 Shares held of record by the Ernest E. &
    Nancy R. Keet Family Trust and 121,086 Shares held of record by
    Mr. Keet. Excludes 250,000 shares held of record by
    Vanguard Atlantic Ltd.
    
	 
	(c) 	
    Consists of 523,804 Shares stock held of record
    by Ms. Galley. Excludes 7,000 Shares held of record
    Ms. Galley’s husband, Richard Galley.
    
	 
	(d) 	
    Consists of 47,957 Shares held of record by
    Mr. Schadt and 7,000 Shares held of record by
    Mr. Schadt’s wife, Barbara Schadt.
    
	 
	(e) 	
    Consists of 500 Shares held of record by The
    Stevens-Murphy Living Trust, of which Mr. Stevens and his
    wife are Trustees.
    




Appendix A—Page 1








 




SCHEDULE A



ADDRESSES FOR STOCKHOLDERS




Ernest E. Keet




Moir Road, Box 1199





Saranac Lake, NY 12983





Roy Chauncey King




19 Ridge Lane





Wilton, CT 06897





Constance F. Galley




23 Burritts Landing South





Westport, CT 06880





James P. Schadt




17 Owenoke Park





Westport, CT 06880





Dennis G. Sisco




5 Storm Ridge Road





Newtown, CT 06470





Mark C. Stevens




13750 Harleigh Court





Saratoga, CA 95070





Michael E. Lehman




19123 Via Tesoro Court





Saratoga, CA 95070





Kenneth J. Hall




22 Normandy Lane





Riverside, CT 06878





David S. Linthicum




14102 Sorrel Chase Court





Centerville, VA 20121





Mark W. Register




8 Maplegrove Avenue





Westoport, CT 06880





Thracy P. Varvoglis




195 Goodhill Road





Weston, CT 06883





Jill Donohoe




26 Hansen Street





No. 1





Boston, MA 02118





Michael J. Collins




11537 Tralee Drive





Great Falls, VA 22066





David L. Goret




116 Sand Spring Road





New Vernon, NJ 07976





Ronald R. Smith




2116 SW 13th Place





Boynton Beach, FL 33426





Greg O’Brien




103 Secret Hollow Road





Monroe, CT 06468




Appendix A—Page 2