Exhibit 10.42


 


FORM OF VOTING AGREEMENT


 


THIS VOTING
AGREEMENT (this “Agreement”) is made and entered
into as of November 15, 2005, by and among NOKIA INC., a Delaware corporation
(“Parent”), INTELLISYNC COPORATION, a
Delaware corporation (the “Company”), and
the undersigned stockholder (“Stockholder”)  of the Company.


 


RECITALS


 


A.            Concurrently
with the execution of this Agreement, Parent, Jupiter Acquisition Corporation,
a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company have entered into an Agreement
and Plan of Merger (the “Merger Agreement”),
which provides for the merger (the “Merger”) of
Merger Sub with and into the Company.


 


B.            Pursuant
to the Merger, all of the issued and outstanding shares of capital stock of the
Company will be canceled and converted into the right to receive the
consideration set forth in the Merger Agreement upon the terms and subject to
the conditions set forth in the Merger Agreement.


 


C.            As
of the date hereof, Stockholder Beneficially Owns (as defined below) the number
of Shares (as defined below) of capital stock of the Company as set forth on
the signature page of this Agreement.


 


D.            In
order to induce Parent and Merger Sub to execute the Merger Agreement,
Stockholder desires to restrict the transfer or disposition of, and desires to
vote, the Shares as provided in this Agreement, and the execution and delivery
of this Agreement and the Proxy (as defined below) is a material condition to
Parent’s willingness to enter into the Merger Agreement.


 


E.             As
a stockholder of the Company, the Stockholder will benefit from the execution
and delivery of the Merger Agreement and the consummation of the transactions
contemplated thereby.


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


1.             Certain Definitions.  Capitalized terms not defined herein shall
have the meanings ascribed to them in the Merger Agreement.  For purposes of this Agreement:


 


(a)           A
Person shall be deemed to “Beneficially Own”
a security if such Person has “beneficial ownership” of such securities as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended.


 





















 


(b)           “Constructive Sale” means, with respect to
any security, a short sale or entering into or acquiring an offsetting
derivative contract with respect to such security, entering into or acquiring a
futures or forward contract to deliver such security or entering into any other
hedging or other derivative transaction that has the effect of materially
changing the economic benefits and risks of ownership of such security.


 


(c)           
“Expiration Date” means the
earlier to occur of (i) such date and time as the Merger shall become effective
in accordance with the terms and provisions of the Merger Agreement and (ii)
such date and time as the Merger Agreement shall have been validly terminated
pursuant to Article VII thereof.


 


(d)           
“Options” means: (i) all
securities Beneficially Owned by Stockholder as of the date of this Agreement
that are convertible into, or exercisable or exchangeable for, shares of
capital stock of the Company, including, without limitation, options, warrants
and other rights to acquire shares of Company Common Stock or other shares of
capital stock of the Company; and (ii) all securities of which Stockholder
acquires Beneficial Ownership during the period from the date of this Agreement
through and including the Expiration Date that are convertible into, or
exercisable or exchangeable for, shares of capital stock of the Company,
including, without limitation, options, warrants and other rights to acquire
shares of Company Common Stock or other shares of capital stock of the Company.


 


(e)           “Person” means
any (i) individual, (ii) corporation, limited liability company, partnership or
other entity, or (iii) Governmental Entity.


 


(f)            
“Shares” means: (i) all shares of
capital stock of the Company Beneficially Owned by Stockholder as of the date
of this Agreement; and (ii) all shares of capital stock of the Company of which
Stockholder acquires Beneficial Ownership during the period from the date of
this Agreement through and including the Expiration Date, including, without
limitation, in each case, shares issued upon the conversion, exercise or
exchange of Options.


 


(g)           
“Transfer” means, with respect to
any security, the direct or indirect (i) assignment, sale, transfer, tender,
pledge, hypothecation, placement in voting trust, Constructive Sale or other
disposition of such security (excluding transfers by testamentary or intestate
succession, of any right, title or interest in such security (including,
without limitation, any right or power to vote to which the holder thereof may
be entitled, whether such right or power is granted by proxy or otherwise) or
of the record or beneficial ownership of such security, or (ii) offer to make
any such sale, transfer, tender, pledge, hypothecation, placement in voting
trust, Constructive Sale or other disposition, and each agreement, arrangement
or understanding, whether or not in writing, to effect any of the foregoing, in
each case, excluding any (1) Transfer pursuant to a court order and (2) such
actions pursuant to which the Stockholder maintains all voting rights with
respect to such security.


 


2.             No Transfer of Shares or Options.  Stockholder agrees that, at all times during
the period beginning on the date hereof and ending on the Expiration Date,
Stockholder shall not Transfer (or cause or permit any Transfer of) any Shares
or Options, or make any agreement


 


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relating thereto, in each
case, without the prior written consent of Parent except for (i) Transfers
under plans adopted prior to the date of this Agreement pursuant to Rule 10b-5
promulgated under the Securities Exchange Act of 1934, as amended, to which
such Stockholder is a party that relates to the Shares or (ii) Transfers of
Shares issuable upon exercise of Options held by such Stockholder solely to the
extent necessary to permit a “cashless exercise” of such Options by such
Stockholder.  Stockholder agrees that any
Transfer in violation of this Agreement shall be void and of no force or
effect.


 


3.             No Transfer of Voting Rights.  Stockholder agrees that, during the period
from the date of this Agreement through and including the Expiration Date,
Stockholder shall not deposit (or cause or permit the deposit of) any Shares or
Options in a voting trust or grant (or cause or permit the grant of) any proxy
or enter into (or cause or permit the entry into) any voting agreement or
similar agreement with respect to any of the Shares or Options other than as
contemplated by this Agreement, Proxy and the Merger Agreement.


 


4.             Agreement to Vote Shares.


 


(a)           Until
the Expiration Date, at every meeting of stockholders of the Company, however
called, at every adjournment or postponement thereof, and on every action or
approval by written consent of stockholders of the Company with respect to any
of the following, Stockholder shall vote, to the extent not voted by the
Person(s) appointed under the Proxy (as defined below), all of the Shares or cause
the Shares to be voted:


 


(i)            in
favor of (1) adoption of the Merger Agreement, including all actions and
transactions contemplated by the Merger Agreement or the Proxy and (2) any
other actions presented to holders of shares of capital stock of the Company in
furtherance of the Merger Agreement, the Merger and the other actions and
transactions contemplated by the Merger Agreement or the Proxy;


 


(ii)           against
approval of any proposal made in opposition to, or in competition with, the
Merger Agreement or consummation of the Merger and the other transactions
contemplated by the Merger Agreement or the Proxy; and


 


(iii)          against
any action that is intended, or could reasonably be expected to, in any manner
impede, frustrate, prevent, nullify, interfere with, delay, postpone,
discourage or otherwise adversely affect the consummation of the Merger or any
of the other transactions contemplated by the Merger Agreement in accordance
with the terms of the Merger Agreement.


 


(b)           Stockholder
shall not enter into any agreement or understanding with any person to vote or
give instructions in any manner inconsistent with this Section 4.


 


5.             Irrevocable Proxy.  Concurrently with the execution of this
Agreement, Stockholder agrees to deliver to Parent an irrevocable proxy in the
form attached hereto as


 


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Exhibit A
(the “Proxy”), which shall be irrevocable to
the fullest extent permitted by applicable law, covering all Shares.


 


6.             Representations,
Warranties and Covenants of Stockholder.  Stockholder represents,
warrants and covenants to Parent as follows:


 


(a)           Stockholder
is the Beneficial Owner of the Shares and the Options indicated on the
signature page of this Agreement.


 


(b)           Stockholder
does not Beneficially Own any shares of capital stock of the Company or any
securities convertible into, or exchangeable or exercisable for, shares of
capital stock of the Company, other than the Shares and Options set forth on
the signature page hereto.


 


(c)           Stockholder
has the full power to dispose, vote or direct the voting of the Shares for and
on behalf of all beneficial owners of the Shares.


 


(d)           The
Shares are, and at all times up to and including the Expiration Date the Shares
will be, Beneficially Owned by Stockholder, free and clear of any rights of
first refusal, co-sale rights, security interests, liens, pledges, claims,
options, charges, proxies, voting trusts or agreements, understandings or
arrangement, or any other encumbrances of any kind or nature (“Encumbrances”).


 


(e)           The
execution and delivery of this Agreement and the Proxy by Stockholder do not,
and Stockholder’s performance of its obligations under this Agreement will not
conflict with or violate or require any consent, approval or notice under, any
order, decree, judgment, statute, law, rule, regulation or agreement applicable
to Stockholder or by which Stockholder or any of Stockholder’s properties or
assets, including, without limitation, the Shares and Options, is bound.


 


(f)            Stockholder
has full power and authority to make, enter into and carry out the terms of
this Agreement, and the Proxy, in each case with respect to all of the Shares
without limitation, qualification or restriction on such power and authority.


 


(g)           Stockholder
agrees that it will not (a) bring, commence, institute, maintain, prosecute,
participate in or voluntarily aid any action, claim, suit or cause of action,
in law or in equity, in any court or before any governmental entity (an
“Action”), which challenges the validity of or seeks to enjoin the operation of
any provision of this Agreement or the Proxy or (b) bring or commence any
Action that alleges that the execution and
delivery of this Agreement or the Proxy by Stockholder, either alone or together with the other voting agreements
and proxies to be delivered in connection with the execution of the Merger
Agreement, or the approval of the Merger Agreement by the board of directors of
the Company, breaches any fiduciary duty of the board of directors of the
Company or any member thereof.


 


(i)            Except
as expressly contemplated herein, the Stockholder is not a party to, and the
Shares are not subject to or bound in any manner by, any contract or agreement
relating


 


4





















 


to the Shares, including
without limitation, any voting agreement, option agreement, purchase agreement,
stockholders’ agreement, partnership agreement or voting trust.


 


7.             Additional Documents.  Stockholder and the Company hereby covenant
and agree to execute and deliver any additional documents and take such further
actions as may be reasonably necessary or desirable, in the reasonable opinion
of Parent, to carry out the purposes and intent of this Agreement and the
Proxy.


 


8.             Consents and Waivers.  Stockholder hereby gives all consents and
waivers that may be required from it for the execution delivery of this
Agreement and the Proxy, and for the consummation of the Merger under the terms
of any agreement or instrument to which Stockholder is a party or subject or in
respect of any rights Stockholder may have. 
Stockholder further consents to the Company placing a stop transfer
order on the Shares with its transfer agent(s), which stop transfer order
shall, at the request of Parent remain in effect until the Expiration Date and
in accordance with the terms of this Agreement, Stockholder further consents
and authorizes Parent and the Company to publish and disclose in the Proxy
Statement (including all documents filed with the SEC in connection therewith)
Stockholder’s identity and ownership of the Shares and the nature of
Stockholder’s commitments, arrangements and understandings under this Agreement
and the Proxy.


 


9.             Termination.  This Agreement and the Proxy shall terminate
and shall have no further force or effect as of the Expiration Date.


 


10.           Company Covenants.  The Company agrees to make a notation on its
records and give instructions to its transfer agent(s) to not permit, during
the term of this Agreement, the Transfer of any Shares.


 


11.           Legending of Shares.  Stockholder agrees that, if so requested by
Parent, certificates evidencing the Shares shall bear the following legend:


 


THE SHARES OF
STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING AND
TRANSFER RESTRICTIONS PURSUANT TO THAT CERTAIN VOTING AGREEMENT, DATED AS OF
NOVEMBER 15, 2005, BY AND AMONG NOKIA INC., INTELLISYNC CORPORATION AND
STOCKHOLDER AND AN IRREVOCABLE PROXY, DATED AS OF NOVEMBER 15, 2005, IN FAVOR
OF NOKIA INC.  ANY TRANSFER OF SUCH
SHARES OF COMMON STOCK IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH VOTING
AGREEMENT SHALL BE NULL AND VOID AND HAVE NO FORCE OR EFFECT WHATSOEVER.


 


The Company
agrees, if so requested by Parent, to place (or to cause the transfer agent for
the Company to place) the above-referenced legend on any and all certificates
evidencing any Shares.  Subject to the
terms of Section 2 hereof,
Stockholder agrees that Stockholder shall not Transfer any Shares (to the
extent any Transfer is permitted under this Agreement) without first having the
aforementioned legend affixed to the certificates representing the Shares.


 


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12.           Acquisition Proposals


 


(a)           No Solicitation.  Stockholder agrees that it shall not, and
that it shall use all reasonable efforts to cause Stockholder’s employees,
agents and representatives (including any investment banker, attorney or
accountant retained by Stockholder) to not (and shall not authorize or permit
any of them to), directly or indirectly: (i) solicit, initiate, encourage,
knowingly facilitate or induce any inquiry with respect to, or the making,
submission or announcement of, any Acquisition Proposal, (ii) participate
or engage in any discussions or negotiations regarding, or furnish to any
Person any nonpublic information with respect to, or take any other action to
facilitate or encourage any inquiries or the making of any proposal that
constitutes or could reasonably be expected to lead to, any Acquisition
Proposal, (iii) approve, endorse, recommend or make or authorize any statement,
recommendation or solicitation in support of any Acquisition Proposal, (iv)
withdraw, amend or modify, or propose to withdraw, amend or modify in a manner
adverse to Parent its recommendation in favor of the adoption of the Merger
Agreement or (v) execute or enter into, or propose to execute or enter
into, any letter of intent or similar document or any contract, agreement or
commitment contemplating or otherwise relating to any Acquisition Proposal or
transaction contemplated thereby, except in the case of clauses (ii), (iii),
(iv) or (v) to the extent Stockholder or his employee, agent and representative
(including any investment banker, attorney or accountant retained by
Stockholder) is acting on behalf of the Company in accordance with and as
specifically permitted pursuant to Section 5.3 of the Merger Agreement.  Stockholder will immediately cease and cause
to be terminated any and all existing activities, discussions or negotiations
(including, without limitation, any such activities, discussions or
negotiations conducted by employees, agents and representatives (including any
investment banker, financial advisor, attorney, accountant or other
representative)) of Stockholder with any third parties conducted heretofore
with respect to consideration of any Acquisition Proposal.  Stockholder will exercise any rights under
any confidentiality or non-disclosure agreements with any such third parties to
require the return or destruction of non-public information provided prior to the
date hereof by Stockholder or its employees, agents and representatives to any
such third parties.


 


(b)           Notification of Unsolicited
Acquisition Proposals.  As
promptly as practicable (and in any event no later than 24 hours) after receipt
by Stockholder of any Acquisition Proposal or any request for nonpublic
information or inquiry that would reasonably be expected to lead to an
Acquisition Proposal or from any Person seeking to have discussions or
negotiations with Stockholder or the Company relating to a possible Acquisition
Proposal, Stockholder shall provide Parent with notice of such Acquisition
Proposal, request or inquiry, including the material terms and conditions of
such Acquisition Proposal, request or inquiry; the identity of the Person or
group making any such Acquisition Proposal, request or inquiry and a copy of
all written materials provided by or on behalf of such Person or group in
connection with such Acquisition Proposal, request or inquiry.  Stockholder agrees that it shall promptly provide
Parent with oral and written notice setting forth all such information as is
reasonably necessary to keep Parent currently informed in all material respects
of the status and material terms of any such Acquisition Proposal, request or
inquiry and shall promptly provide Parent a copy of all


 


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written materials subsequently provided to, by or on
behalf of such Person or group in connection with such Acquisition Proposal,
request or inquiry.


 


13.           Stockholder Capacity.  So long as Stockholder is an
officer or director of the Company, nothing in this Agreement shall be
construed as prohibiting, preventing, precluding or otherwise affecting any
actions taken, or not taken, by Stockholder in his capacity as an officer or
director of the Company or any of its Subsidiaries or from fulfilling the
obligations of such office (including, subject to the limitations contained in Section 5.3 of the Merger Agreement,
the performance of obligations required by the fiduciary obligations of
Stockholder acting solely in his or her capacity as an officer or director).


 


14.           Miscellaneous.


 


(a)           Waiver. 
No failure on the part of any party to exercise any power, right,
privilege or remedy under this Agreement, and no delay on the part of any party
in exercising any power, right, privilege or remedy under this Agreement, shall
operate as a waiver of such power, right, privilege or remedy; and no single or
partial exercise of any such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege
or remedy.  A party hereto shall not be
deemed to have waived any claim arising out of this Agreement, or any power,
right, privilege or remedy under this Agreement, unless the waiver of such
claim, power, right, privilege or remedy is expressly set forth in a written
instrument duly executed and delivered on behalf of such party; and any such
waiver shall not be applicable or have any effect except in the specific
instance in which it is given.


 


(b)           Notices. 
All notices and other communications hereunder shall be in writing and
shall be deemed duly given (i) on the date of delivery if delivered
personally or by courier service, (ii) on the date of confirmation of
receipt (or the first business day following such receipt if the date is not a
business day) if sent via facsimile (receipt confirmed), or (iii) on the
date of confirmation of receipt (or the first business day following such
receipt if the date is not a business day) if delivered by a nationally recognized
courier service.  All notices hereunder
shall be delivered to the parties at the following addresses or facsimile
numbers (or pursuant to such other instructions as may be designated in writing
by the party to receive such notice):


 


(i)            if
to Parent, to:


 


Nokia Inc.


709 Westchester Avenue, 3rd floor


White Plains, NY 10604

Attention:  Mary McDowell

Telephone No.:  (914) 368-0443


Telecopy No.: 
(914) 368-0411


 


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with copies to:


 


Nokia Inc.


6000 Connection Drive


Irving, Texas 75039


Attention: 
Rick Stimson

Telephone No.:  (972) 894-6237

Telecopy No.:  (972) 894-5397


 


and


 


Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue, Suite 1100

Palo Alto, California  94301


	
  Attention:

  	
  Kenton J.
  King

  	
   

  
	
   

  	
  Celeste E. Greene

  	
   

  



Telephone No.:    (650)
470-4500

Telecopy No.:      (650)
470-4570


 


(ii)           if
to Company, to:


 


Intellisync Corporation

2550 North First Street, Suite 500

San Jose, California  95131

Attention:  General Counsel

Telephone No.:  (408) 321-3800

Telecopy No.:  (408) 321-3886


 


with copies to:


 


Simpson Thacher & Bartlett LLP

3330 Hillview Avenue

Palo Alto, California  94304


	
  Attention:

  	
  Richard
  Capelouto

  	
   

  
	
   

  	
  Kirsten
  Jensen

  	
   

  



Telephone No.:    (650)
251-5000

Telecopy No.:      (650)
251-5002


 


with copies to:


 


Wilson Sonsini Goodrich & Rosati

650 Page Mill Road


Palo Alto, CA 94304


	
  Attention:

  	
  David Segre

  	
   

  



Telephone No.:    (650) 493-9300

Telecopy No.:      (650)
493-6811


 


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(iii)          if
to Stockholder: To the address for notice set forth on the signature page
hereof.


 


(c)           Headings. 
All captions and section headings used in this Agreement are for
convenience only and do not form a part of this Agreement.


 


(d)           Counterparts.  This Agreement may be executed in two or more
counterparts, and via facsimile, all of which shall be considered one and the
same agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.


 


(e)           Entire Agreement; Amendment.  This Agreement and the Proxy constitutes the
entire agreement among the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.  This Agreement may not be changed or
modified, except by an agreement in writing specifically referencing this
Agreement and executed by each of Parent and Stockholder; provided, however, that the Company’s
obligations hereunder may not be changed or modified without the written
consent of the Company.


 


(f)            Severability.  In the event that any provision of this
Agreement, shall be determined to be invalid, unlawful, void or unenforceable
to any extent, the remainder of this Agreement shall not be impaired or
otherwise affected and shall continue to be valid and enforceable to the
fullest extent permitted by law.


 


(g)           Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law thereof.  Each of the
parties hereto irrevocably consents to the exclusive jurisdiction and venue of
the Delaware Court of Chancery and any state appellate court therefrom within
the State of Delaware (or, if the Delaware Court of Chancery declines to accept
jurisdiction over a particular matter, any state or federal court within the
State of Delaware) in connection with any matter based upon or arising out of
this Agreement or the matters contemplated herein, agrees that process may be
served upon them in any manner authorized by the laws of the State of Delaware
for such persons and waives and covenants not to assert or plead any objection
which they might otherwise have to such jurisdiction, venue and such process.


 


(h)           Rules of Construction.  The parties
hereto agree that they have been represented by counsel during the negotiation
and execution of this Agreement and, therefore, waive the application of any
law, regulation, holding or rule of construction providing that ambiguities in
an agreement or other document will be construed against the party drafting
such agreement or document.


 


(i)            Remedies. 
The parties acknowledge that Parent will be irreparably harmed and that
there will be no adequate remedy at law in the event of a violation or breach
of


 


9





















 


any of the terms of this Agreement.  Therefore, it is agreed that, in addition to
any other remedies that may be available to Parent upon any such violation or
breach, Parent shall have the right to enforce the terms hereof by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity, and that Stockholder waives the posting of any bond or security
in connection with any proceedings related thereto. 
All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity shall be
cumulative and not alternative, and the exercise or beginning of the exercise
of any thereof by Parent shall not preclude the simultaneous or later exercise
of any other such right, power or remedy by Parent.


 


(j)            Binding Effect; No Assignment.  This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, but, except as otherwise
specifically provided herein, neither this Agreement nor any of the rights,
interests or obligations of the parties hereto may be assigned by any of the
parties without the prior written consent of the other parties.  Any purported assignment in violation of this
Section 14(j) shall be void.


 


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IN WITNESS
WHEREOF, the undersigned have executed this Agreement on the date first above
written.


 


	
  NOKIA
  INC.

  	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Signature

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INTELLISYNC
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  Address

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
  Shares and Options:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Company
  Common Stock:

  	
   

  
	
   

  	
   

  	
  Company
  Options:

  	
   

  
							



 


 


[SIGNATURE PAGE TO VOTING AGREEMENT]


 





















 


EXHIBIT A


 


IRREVOCABLE PROXY


 


The
undersigned stockholder (“Stockholder”)
of INTELLISYNC CORPORATION, a Delaware corporation (the “Company”),
hereby irrevocably (to the fullest extent permitted by law) appoints NOKIA INC.,
a Delaware corporation (“Parent”), and
any designee of Parent, and each of them individually, as the sole and
exclusive attorneys-in-fact and proxies of the undersigned with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights with respect to, and to grant a consent or approval in respect of (in
each case, to the full extent that the undersigned is entitled to do so), all
of the shares of capital stock of the Company that now are or hereafter may be
Beneficially Owned by the undersigned, and any and all other shares or
securities of the Company issued or issuable in respect thereof between the
date hereof and the Expiration Date, as defined in the Voting Agreement,
defined below, (collectively, the “Shares”), in
accordance with the terms of this Proxy. 
The Shares Beneficially Owned by the undersigned as of the date of this
Proxy are set forth on the signature page hereof.  Any and all prior proxies heretofore given by
the undersigned with respect to any Shares are hereby revoked and the
undersigned hereby covenants and agrees not to grant any subsequent proxies
with respect to any Shares.  Capitalized
terms used and not defined herein have the meanings assigned to them in that
certain Voting Agreement, dated of even date herewith, by and among Parent, the
Company and Stockholder (the “Voting
Agreement”).


 


This Proxy is
irrevocable (to the fullest extent permitted by law), is coupled with an
interest and is granted pursuant to the Voting Agreement, and is granted in
consideration of Parent entering into that certain Agreement and Plan of Merger
(the “Merger Agreement”), dated as of November
15, 2005, by and among Parent, Jupiter Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Parent (“Merger Sub”)
and the Company.  The Merger Agreement
provides for the merger of Merger Sub with and into the Company in accordance
with its terms (the “Merger”) and
the payment to Stockholder of a portion of the proceeds of the Merger in
exchange for the Shares.


 


The
attorneys-in-fact and proxies named above are hereby authorized and empowered
by the undersigned at any time after the date hereof and prior to the
Expiration Date to act as the undersigned’s attorney-in-fact and proxy to vote
the Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the
power to execute and deliver written consents), at every annual, special,
adjourned or postponed meeting of stockholders of the Company and in every
written consent in lieu of such meeting:


 


(i)            in
favor of adoption of the Merger Agreement, including all actions and
transactions contemplated by the Merger Agreement or this Proxy;


 


(ii)           against
approval of any proposal made in opposition to, or in competition with, the
Merger Agreement or consummation of the Merger and the other transactions
contemplated by the Merger Agreement or this Proxy, and


 





















 


(iii)          against
any action that is intended, or could reasonably be expected, to, in any manner
impede, frustrate, prevent, nullify, interfere with, delay, postpone,
discourage or otherwise adversely affect consummation of the Merger or any of
the other transactions contemplated by the Merger Agreement in accordance with
the terms of the Merger Agreement.


 


The
attorneys-in-fact and proxies named above may not exercise this Proxy with
respect to any matter other than the matters described in clauses (i), (ii) or
(iii) above, and Stockholder may vote the Shares on all other matters.


 


Any obligation
of the undersigned hereunder shall be binding upon the successors and assigns
of the undersigned.


 


So long as
Stockholder is an officer or director of the Company, nothing in this Proxy
shall be construed as prohibiting, preventing, precluding or otherwise
affecting any actions taken, or not taken, by Stockholder in his capacity as an
officer or director of the Company or any of its Subsidiaries or from
fulfilling the obligations of such office (including, subject to the
limitations contained in Section 5.3 of the Merger Agreement, without
limitation, the performance of obligations required by the fiduciary obligations
of Stockholder acting solely in his or her capacity as an officer or director).


 


This Proxy
shall terminate, and be of no further force or effect, on the Expiration Date.


 


 


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Dated: November 15, 2005


 


 


	
   

  	
   

  	
   

  
	
   

  	
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  Print Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Shares:

  	
   

  	
   

  
				



 


 


[SIGNATURE PAGE TO PROXY]